Definitive Additional Materials

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 Pursuant to Rule 14a-12

 

 

Dynegy 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)(1) 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:

 

  

 

 

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on 5/14/08.

 

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 following materials are available for view:

Notice and Proxy Statement and Annual Report

To view this material, have the 12-digit Control #(s) available and visit: www.proxyvote.com

 

 

 

If you want to receive a paper or e-mail copy of the above listed documents you must request one. There is no charge to you for requesting a copy.

To facilitate timely delivery please make the request as instructed below on or before 4/24/08.

To request material:      Internet: www.proxyvote.com      Telephone: 1-800-579-1639       **Email: sendmaterial@proxyvote.com

**If requesting material by e-mail please send a blank e-mail with the 12-digit Control# (located on the following page) in the subject line. Requests, instructions and other inquiries will NOT be forwarded to your investment advisor.

 

           

DYNEGY INC.

 

    LOGO   Vote In Person   
 

DYNEGY INC.

1000 LOUISIANA

SUITE 5800

HOUSTON, TX

77002

    

Many stockholder 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.

 

    [ LOGO   Vote By Internet   
      To vote now by Internet, go to WWW.PROXYVOTE.COM. Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your notice in hand when you access the web site and follow the instructions.

Meeting Location

The Annual Meeting for holders as of 3/17/08

is to be held on 5/14/08 at 10:00 A.M. CDT

at:   The Westin Galleria Houston  
  5060 West Alabama  
  24th Floor  
  Houston, TX 77056  

 

  
                FOR DIRECTIONS CALL:  
                        713-507-6400  

 

 

 

 

Voting items    

THE BOARD OF DIRECTORS RECOMMENDS A

VOTE “FOR” PROPOSALS 1 AND 2.

1. Election of Directors

Nominees-Class A Common Stock:

 

  01) David W. Biegler
  02) Thomas D. Clark, Jr.
  03) Victor E. Grijalva
  04) Patricia A. Hammick
  05) George L. Mazanec
  06) Howard B. Sheppard
  07) William L. Trubeck
  08) Bruce A. Williamson

 

2. Proposal to ratify the appointment of Ernst & Young LLP as independent registered public accountants for Dynegy Inc.

 

3. In their discretion, upon such other matters that may properly come before the meeting or any adjourment or adjournments thereof.