Definitive Additional Materials

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

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¨ Definitive Proxy Statement

 

x Definitive Additional Materials

 

¨ Soliciting Material under §240.14a-12

SOLARWINDS, INC.

 

(Name of Registrant as Specified In Its Charter)

 

 

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

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 17, 2012

 

           Meeting Information                

SOLARWINDS, INC.

        Meeting Type:   Annual Meeting    
        For holders as of:   March 19, 2012    
          

 

Date:    May 17, 2012

 

 

      Time: 8:30 AM CDT

   
          

 

Location:   Four Seasons Hotel

   
          

98 San Jacinto Boulevard

   

LOGO

       

Austin, TX 78701

 

   
            

 

  SOLARWINDS, INC.

  3711 SOUTH MOPAC EXPRESSWAY

  BUILDING TWO

  AUSTIN, TX 78746

  ATTN: CORPORATE SECRETARY

   

 

You are receiving this communication because you hold shares in the above named company.

   

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

   

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

     

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

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Before You Vote  

    
            

How to Access the Proxy Materials

 

          Proxy Materials Available to VIEW or RECEIVE:    

 

 

 

 

 

 

 

 

      

 

       

1. Notice & Proxy Statement        2. Shareholder Letter        3. Form 10-K

 

How to View Online:

Have the information that is printed in the box marked by the arrow   LOGO  (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

                               1) BY INTERNET:         www.proxyvote.com

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*   If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow   LOGO   (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 03, 2012 to facilitate timely delivery.

 

   
       
   

 

How To Vote  

    
            

Please Choose One of the Following Voting Methods

 

               
       

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow   LOGO   available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

   
       

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Voting items

The Board of Directors recommends you vote

FOR the following:

 

1.   Election of Directors
  Nominees                
01   Ellen F. Siminoff   02   Lloyd G. Waterhouse            

 

The Board of Directors recommends you vote FOR proposals 2. and 3.

 

2.

  Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

3.

  Approve, by non-binding basis, the Company’s overall executive compensation program, as described in the Compensation Discussion and Analysis, the compensation tables and the related narratives and other materials in the Proxy Statement.

 

The Board of Directors recommends you vote AGAINST the following proposal:

 

4.

  Approval of a stockholder proposal to request the Board of Directors to initiate an appropriate process to amend the Company’s certificate of incorporation and/or bylaws to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of stockholders, with a plurality vote standard retained for contested director elections.

 

NOTE: And to transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

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