-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VHf4DoB1rnP61rK0iq/8OWpp+JXypTfVVIdPxzcoQbRyRBDOZOtKLiLk0wPRu92p jAJXKhzhIs7OWwqyxBcPbA== 0001104659-09-031775.txt : 20090512 0001104659-09-031775.hdr.sgml : 20090512 20090512111337 ACCESSION NUMBER: 0001104659-09-031775 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090512 DATE AS OF CHANGE: 20090512 EFFECTIVENESS DATE: 20090512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENZYME CORP CENTRAL INDEX KEY: 0000732485 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 061047163 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14680 FILM NUMBER: 09817580 BUSINESS ADDRESS: STREET 1: ONE KENDALL SQ CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6172527500 MAIL ADDRESS: STREET 1: ONE KENDALL SQUARE CITY: CAMBRIDGE STATE: MA ZIP: 02139 DEFA14A 1 a09-13175_1defa14a.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

 

Genzyme Corporation

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

(3)

Filing Party:

 

 

 

 

(4)

Date Filed:

 

 

 

 


 

May 11, 2009

 

Genzyme Shareholders:

 

The May 21, 2009 Annual Meeting of Shareholders is just ten days away.  This is a reminder to you that if you have not yet voted your proxy, please do so as soon as possible.  Your vote is important to us, and we want to be sure it is received in time to be counted.

 

Annual Meeting Information

 

Genzyme’s Annual Meeting of Shareholders will be held at 2 p.m. EDT on Thursday, May 21, 2009 at Genzyme Corporation, 500 Kendall Street, Cambridge, Massachusetts.

 

Proposals/Vote Recommendation

 

We are requesting your support in voting FOR the following ballot proposals:

 

·                  The re-election of eight directors for one-year terms.  Our directors bring an extensive background and years of experience to our board.  They are each committed to being actively involved in overseeing the company’s strategies and operations.  We urge shareholders to support the re-election of all eight nominees to the board at this year’s annual meeting.

 

·                  An amendment to our 2004 Equity Incentive Plan.  We have asked shareholders to fund this plan annually since 2004, and this year we are asking for your support to increase the number of shares authorized for issuance under the plan by 2,500,000 shares.  Total awards granted under this plan in 2008 were 56% of the total number of grants in 2004.  During this same period, our employee population has increased 96%.  In addition, since 2007, we have included the use of restricted stock units (RSUs) as part of our equity program.  In 2008, RSUs comprised 35% of all equity grants, an increase of 59% over 2007.  We anticipate continuing to leverage the use of RSUs for future awards to help us manage shareholder dilution while, at the same time, enabling us to continue to provide a broad-based award program for our employees.

 

·                  A proposal to approve our 2009 Employee Stock Purchase Plan (ESPP).  We have operated an employee stock purchase program since 1988.  Currently, approximately 54% of our employees participate in this program.  The ESPP provides employees who wish to become shareholders the opportunity to buy our stock on favorable terms.

 


 

·                  Ratification of our audit committee’s selection of independent auditors for 2009.

 

For more detailed information about each proposal, voting instructions, or the annual meeting, please refer to the proxy statement that has previously been delivered to you.  If you have not yet voted, please do so TODAY by telephone, by the Internet, or by signing and returning the enclosed voting form in the postage-paid envelope provided.  Whatever method you choose, we thank you for participating in this year’s proxy process.

 

If you have any questions about, or need assistance with, voting your proxy, please contact our proxy solicitor, Innisfree M&A Incorporated at (888) 750-5834 or the Genzyme Shareholder Relations department at (617) 768-6686.

 

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