- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
12 März 2010 - 12:05PM
Edgar (US Regulatory)
UNITED
STATES
|
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
14A
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Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No.
)
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Filed
by the Registrant
x
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Filed
by a Party other than the Registrant
o
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Check
the appropriate box:
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o
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Preliminary
Proxy Statement
|
o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
o
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
|
o
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Soliciting
Material Pursuant to §240.14a-12
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CLARCOR
INC.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
|
o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary materials.
|
o
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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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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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CLARCOR
Inc.
840
Crescent Centre Drive
Suite
600
Franklin,
TN 37067
SUPPLEMENT
TO PROXY STATEMENT
FOR
THE ANNUAL MEETING OF STOCKHOLDERS
To
Be Held on March 23, 2010
This
proxy statement supplement, dated March 11, 2010, supplements the proxy
statement (“Proxy Statement”) filed with the U.S. Securities and Exchange
Commission on February 12, 2010 relating to the annual meeting of stockholders
of CLARCOR Inc. (the “Company”) to be held on Tuesday, March 23, 2010 at
9:00 a.m.., local time, at the Hilton Naples Florida Hotel at 5111 Tamiami Trail
North, Naples, FL 34103. The purpose of this supplement is to provide
additional information regarding elimination of tax gross-ups payable
in connection with certain executive life insurance policies beginning in fiscal
year 2011. Except as described in this supplement, the information
provided in the Proxy Statement continues to apply.
To the
extent that information in this supplement differs from or updates information
contained in the Proxy Statement, the information in this supplement is more
current.
On page
19 of the Proxy Statement, the second full sentence of the first paragraph under
the heading “Executive Insurance Benefits” (contained within the Compensation
Discussion and Analysis) should be deleted and replaced as follows (new text
italicized):
“The
Company also pays the incremental tax cost to these executives (i.e., a
gross-up) to offset any negative personal income tax consequences associated
with the Company’s payment of the premiums
; however,
beginning in fiscal 2011 this
gross-up will be eliminated
.”
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