Additional Proxy Soliciting Materials (definitive) (defa14a)
17 Mai 2021 - 10:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(RULE 14a-101)
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:
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Preliminary Proxy Statement.
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
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Definitive Proxy Statement.
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Definitive Additional Materials.
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Soliciting Material Pursuant to §240.14a-12.
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BENEFITFOCUS, INC.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if
Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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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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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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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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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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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Benefitfocus Files Definitive Proxy Materials
and Sets Date for 2021 Annual Meeting of Stockholders
Charleston, S.C. – May
17, 2021 – Benefitfocus, Inc. (NASDAQ: BNFT), an industry-leading benefits technology platform that simplifies benefits
administration for employers, health plans and brokers, announces that it has filed definitive proxy materials with the U.S. Securities
and Exchange Commission in connection with its upcoming 2021 annual meeting of stockholders. Benefitfocus also commenced mailing the
proxy materials to stockholders today.
The Benefitfocus 2021 annual meeting of stockholders is scheduled to
take place on June 30, 2021 at 10:00 am EDT at the company’s headquarters in Charleston, South Carolina. Stockholders of record
as of the close of business on May 10, 2021 will be entitled to vote at the annual meeting.
“We believe Benefitfocus is a strong company, with the right
leadership, team and strategy for growth and value creation,” said Doug Dennerline, incoming independent chairman of the Benefitfocus
board. “We have engaged with many Benefitfocus stockholders over the past year and value the feedback we have received. Importantly,
we have taken steps to significantly enhance the company’s governance profile, diversify the Board, and strengthen the management
team. Today, we are confident that Benefitfocus is poised for sustainable growth and success.”
Dennerline added, “We have spent considerable time engaging with
Indaba, a Benefitfocus debtholder and stockholder. We are pleased that Indaba has withdrawn its director nominations, and we will continue
our efforts to constructively engage with Indaba and our other shareholders.”
The Benefitfocus board of directors unanimously recommends that Benefitfocus
stockholders vote “FOR” the incumbent directors, and “FOR” all proposals submitted at the annual meeting, including
the proposal to declassify the board and provide for the annual election of directors.
Benefitfocus stockholders who need assistance in completing the proxy
card or voting instruction form or have questions regarding the Benefitfocus annual meeting may contact the company’s proxy solicitors:
Additional information about the annual meeting and the meeting materials
can be found on the investor relations section of the company’s website.
About Benefitfocus
Benefitfocus (NASDAQ: BNFT) unifies the entire benefits industry through innovative technology solutions that bring efficiency,
cost savings and simplicity to employee benefits administration. Our powerful cloud-based software, data-driven insights and thoughtfully designed
services help employers, insurance brokers, health plans and suppliers address the complexity of benefits enrollment and
engagement, while bringing easier access to health, wealth and lifestyle products through a world-class benefits experience. Our
mission is simple: to improve lives with benefits. Learn more at www.benefitfocus.com, LinkedIn and Twitter.
DISCLAIMER REGARDING FORWARD LOOKING STATEMENTS
Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking
statements. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors
that could cause actual results to differ materially include: our ability to maintain our culture and recruit, integrate and retain qualified
personnel, including on our board of directors; our ability to compete effectively; the need to innovate and provide useful products
and services; risks related to changing healthcare and other applicable regulations; the immature and volatile nature of the market for
our products and services; privacy; security and other risks associated with our business; management of growth; volatility and
uncertainty in the global economy and financial markets in light of the evolving COVID-19 pandemic; and the other risk factors set forth
from time to time in our SEC filings, copies of which are available free of charge within the Investor Relations section of
the Benefitfocus website at http://investor.benefitfocus.com/sec-filings or upon request from our Investor
Relations Department. Benefitfocus assumes no obligation and does not intend to update these forward-looking statements, except
as required by law.
Important Additional Information and Where to Find It
The company has filed with the SEC a definitive proxy statement (the “Proxy Statement”) and associated white proxy card
in connection with the solicitation of proxies from the company’s stockholders for the company’s 2021 annual meeting of stockholders
(the “Annual Meeting”). Details concerning the nominees of the Company’s board of directors for election at the Annual
Meeting are included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO
READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY FILES WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and stockholders
may obtain a copy of the Proxy Statement, an accompanying white proxy card, any amendments or supplements to the Proxy Statement and
other documents filed by the company with the SEC at no charge from the SEC’s website at www.sec.gov. Copies will also be
available at no charge in the Investor Relations section of the Benefitfocus website at http://investor.benefitfocus.com/sec-filings
or by contacting the company’s Investor Relations Department at ir@benefitfocus.com, as soon as reasonably practicable
after such materials are electronically filed with, or furnished to, the SEC.
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Benefitfocus, Inc.
843-981-8898
pr@benefitfocus.com
Investor Relations:
Patti Leahy
843-981-8899
ir@benefitfocus.com
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