DEFA14A

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

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 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)

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:

 

  

 


*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 09, 2013

 

           Meeting Information                

SOLARWINDS, INC.

        Meeting Type:   Annual Meeting    
        For holders as of:   March 14, 2013    
          

 

Date:    May 09, 2013

 

 

      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.

 


   

 

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

                               2) BY TELEPHONE:     1-800-579-1639

                               3) BY E-MAIL*:             sendmaterial@proxyvote.com

 

*   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 April 25, 2013 to facilitate timely delivery.

 

   
       
   

 

How To Vote  

    
            

Please Choose One of the Following Voting Methods

 

               
       

Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “Legal proxy”. To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. 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 voting instruction form.

 

   
       


Voting items

The Board of Directors recommends you vote

FOR the following:

 

1.   Election of Directors
  Nominees                
01  

J. Benjamin Nye

  02  

Kevin B. Thompson

           

 

The Board of Directors recommends you vote FOR the following proposal(s):

 

2.

  Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.

3.

  Approve, on a 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.

 

4.

 

Provide for the adjournment or postponement of the annual meeting, if necessary, to solicit additional proxies if there are insufficient shares present or voting affirmatively at the time of the annual meeting either (1) to establish a quorum; or (2) if a quorum is present, to approve Proposals One through Three.

 

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