SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ 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 | |
| ☒ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 | |
Everbridge, 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)
| ☒ | No fee required. | |||
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
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| Aggregate number of securities to which transaction applies:
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| 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):
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| ☐ | 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. | |||
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Online
Go to www.envisionreports.com/EVBG or scan the QR code – login details are located in the shaded bar below.
Votes submitted electronically must be received by May 20, 2021 at 2:00 A.M., Eastern Time.
Stockholder Meeting Notice 1234 5678 9012 345
Important Notice Regarding the
Availability of Proxy Materials for the Everbridge, Inc. Stockholders’ Meeting to be Held on May 20, 2021
Under Securities and Exchange Commission rules,
you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on are on
the reverse side. Your vote is important!
This communication presents only an overview of the more complete proxy materials that are available to you on the
Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The 2021 proxy statement and annual report to stockholders are available at
www.envisionreports.com/EVBG
Easy Online Access – View your proxy materials and vote.
Step 1: Go to www.envisionreports.com/EVBG.
Step 2: Click on Cast Your Vote
or Request Materials.
Step 3: Follow the instructions on the screen to log in.
Step 4: Make your selections as instructed on each screen for your delivery preferences.
Step 5: Vote your shares.
When you go online, you can also help the environment by consenting
to receive electronic delivery of future materials.
Obtaining a Copy of the Proxy Materials – If you want to receive a copy of these documents, you must
request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before May 10, 2021 to facilitate timely delivery.
03FN2C 2 NOT COY
Stockholder Meeting Notice
Everbridge, Inc.’s
Annual Meeting of Stockholders will be held on May 20, 2021
Proposals to be voted on at the meeting are listed below along with the Board of Directors’
recommendations.
The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2, 3, 4 and 5.
1. Election of Directors: Alison Dean, Kent Mathy and Simon Paris
2. To ratify the selection
by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2021.
3. To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
4. To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to declassify our board of
directors after the Annual Meeting of Stockholders.
5. To approve an amendment to our Certificate of Incorporation to eliminate the supermajority voting
requirement for (i) amendments to the Certificate of Incorporation and (ii) stockholder amendments to our Amended and Restated Bylaws.
Note: In their
discretion, the proxyholders are authorized to vote upon such other business as may properly come before the meeting.
PLEASE NOTE – YOU CANNOT VOTE BY
RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.
Here’s how to order a copy of the proxy materials and select delivery preferences:
Current and future delivery requests can be submitted using the options below.
If you request an email copy, you will receive an email with a link to the current meeting materials.
PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials.
– Internet – Go to www.envisionreports.com/EVBG. Click Cast Your Vote or Request Materials.
– Phone – Call us free of charge at
1-866-641-4276.
– Email – Send an
email to investorvote@computershare.com with “Proxy Materials Everbridge, Inc.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of
the meeting materials.
To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by May 10, 2021.