UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
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 ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement. |
| ¨ | Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)). |
| ¨ | Definitive Proxy Statement. |
| x | Definitive Additional Materials. |
| ¨ | Soliciting Material Pursuant to §240.14a-12. |
Avon Products, Inc.
(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. |
| ¨ | 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: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | 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: |
**** IMPORTANT ****
Dear Shareholder:
Enclosed are additional proxy materials relating to the Annual Meeting scheduled to be held on May 5, 2011.
Your vote is important and we strongly encourage you to exercise your right to vote. Your Board of Directors recommends that you vote for:
| (1) | the election of each director, |
| (2) | the advisory vote on executive compensation, |
| (3) | holding an advisory vote on executive compensation every year, |
| (4) | the ratification of auditors, and |
| (5) | the amendments to our Restated Certificate of Incorporation and By-Laws to eliminate supermajority vote requirements. |
The Board believes that the removal of the supermajority vote requirements in our governing documents is in the best interest of the Company and our shareholders. In addition, the Board believes that the amendments, if adopted, would empower shareholders by enhancing voting rights and director accountability.
Because we have not heard from you, we are sending you this reminder notice, and we urge you to vote your proxy immediately. Instructions on how to vote are included in this package.
If you sign and return the enclosed form without indicating a choice, your shares will be voted as recommended by your Board. If you hold shares through a broker, unless you provide instructions, your broker will not be authorized to vote your shares with respect to proposals 1, 2, or 3 above.
Please Vote Today
If you have questions or need help voting, please call our proxy solicitor, Morrow & Co., LLC. at 1-877-797-6040.
| Regards, |
|
|
| Andrea Jung |
| Chairman of the Board and |
| Chief Executive Officer |
AVON PRODUCTS, INC. 1345 Avenue of the Americas New York, NY 10105-0196 212.282.7000 TEL 212.282.6174 FAX
Annual Meeting Admission Ticket IM PORTANT ANNUAL MEETING INFORMATION AVON the company for women
Electronic Voting Instructio ns You can vote by In tern et or telephone! Available 24 hours a day, 7 days a week! In stead of mailing your proxy, you may choose one of th e tw o voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by th e In ternet or te lephone must be received by 1:00 A.M. New York Time, on May 5, 2011. Vote by In ternet Log on to th e In ternet and go to www.envisionreports.com/avp Follow th e steps outlined on the secured website. Vote by telephone Call to ll fr ee 1-800-652-VOT E (8 683) within th e USA, US te rritories & Canada any ti meon a to uch to ne te lephone. There is NO CHARGE to you fo r th e call. Outside th e USA, US te rritories & Canada, Using a black in k pen, mark your votes with an X as shown in X call 1- 781-575-2300 on a to uch to ne te lephone. th is example. Please do not write outside th e designated areas. Follow th e instructions provided by th e recorded message. Annual Meeting Proxy Card
3 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORT IO N IN THE ENCLOSED ENVELOPE. 3 A Proposals The Board of Directors re commends a vote FOR th e li sted nominees. 1. Election of Directors: 01 - W. Don Cornwell 02 - V. Ann Hailey 03 - Fred Hassan 04 - Andrea Jung 05 - Maria Elena Lagomasino + 06 - Ann S. Moore 07 - Paul S. Pressler 08 - Gary M. Rodkin 09 - Paula Stern 10 - Lawrence A. Weinbach
Mark here to vote FOR all nominees Mark here to WITHHOLD vote fr om all nominees 01 02 03 04 05 06 07 08 09 10 For All EXCEPT - To withhold a vote fo r one or more nominees, mark th e box to th e le ft and th e corresponding numbered box(es) to th e ri ght. The Board of Directors re commends a vote FOR Proposal 2, every 1 YEAR fo r Proposal 3, FOR Proposal 4 and Proposal 5.
For Against Abstain For Against Abstain 2. Advisory vote on executive compensation. 4. Ratification of th e appointment of in dependent re gistered public accounting fi rm. 1 Yr 2 Yrs 3 Yrs Abstain 3. Hold an advisory vote on th e frequency of the executive compensation advisory vote. 5. Approve amendments to our Restated Certificate of In corporation and By-Laws . B Non-Voting It ems Change of Address — Please print new address below. Meeting Attendance Mark box to th e ri ght if you plan to attend th e
Annual Meeting. C Authori zed Signatures — This sectio n must be completed fo r your vote to be counted. — Date and Sign Below This proxy re vokes all prior dated proxies. The signer hereby acknowledges receipt of Avon’s Proxy Statement dated March 25, 2011. NOTE: Please sign exactly as name appears hereon. When signing as attorney, executor, administrator, tr ustee or guardian, please give fu ll ti tle as such. Date (m m/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within th e box. Signature 2 — Please keep signature within th e box. 1 U P X + 01AC7E
Admission Ticket (If you pla n to attend the Annual Meeting, bring this Admission Ticket with you) Avon Products, In c. Annual Meeting of Shareholders Thursday, May 5, 2011 at 9:00 A.M., Lila Acheson Wal ace Auditorium Asia Society and Museum 725 Park Avenue at 70th Street New York, New York 10021 For transportatio n dir ectio ns, please go to : http://www.avoncompany.com/investor/annualmeeting/directions.pdf IM PORTANT NOTICE REGARDING THE AVAILABIL ITY OF PROXY MATERIALS FOR THE 2011 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 5, 2011. Our Proxy Statement for the 2011 Annual Meeting of Shareholders and the Annual Report to Shareholders for the fiscal year ended December 31, 2010 are available at www.edocumentview.com/avp 3IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORT IO N IN THE ENCLOSED ENVELOPE. 3 Proxy — Avon Products, In c. Proxy Card Solic ited on Behalf of th e Board of Directors Voting In struction Card to J.P. Morgan Chase Bank, Trustee The undersigned hereby appoints Charles W. Cramb and Kim K. W. Rucker, and each of th em, proxies, with fu ll power of substitution and re substitution, to vote and act with re spect to all shares of th e Company’s Common Stock (t he “S hares”) owned of record by the undersigned and which th e undersigned is entitled to vote at th e Annual Meeting of Share holders of the Company to be held on May 5, 2011, and at any adjournment or postponement thereof, as in structed on th e reverse side of th is card, and to vote in accordance with th eir discretion on such other matters as may properly come before th e meetin g. The undersigned also provides instructions to J.P. Morgan Chase Bank, Truste e, to vote Shares allo cated, respectively, to accounts th e undersigned may have under th e Avon Personal Savings Account Pla n whic h are entitled to be voted at the aforesaid Annual Meeting and at any adjournment or postponement th ereof, as specified on th e re verse side of th is card. Unle ss your card is received by April 30, 2011, and unless you have specif ied your in stru cti ons, your Share s cannot be voted by th e Trustee. IF NO IN STRUCTIONS ARE SPECIFIED ON THE REVERSE SID E OF THIS CARD: 3 All Shares owned of re cord by th e undersigned wil be voted FOR the election of nominees proposed fo r election as directors (P roposal 1), FOR the advisory vote on executive compensation (P ro posal 2), “1 YR” on the advisory vote on the frequency of the executive compensation advisory vote (Proposal 3), FOR the ratification of the Company’s in dependent registered public accounting firm for 2011 (Proposal 4) and FOR the approval of amendments to our Restated Certificate of Incorporation and By-Laws (P roposal 5). 3 All Shares allocated under the Avon Personal Savings Account Plan WILL NOT BE VOTED. AVON the company for women