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 (Amendment No. )
Filed by the Registrant þ
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 |
| þ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
Cray 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):
| þ | 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: |
M35552-Z55060
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.
CRAY INC.
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on June 16, 2011.
CRAY INC.
901 FIFTH AVENUE, STE. 1000
SEATTLE, WA 98164
ATTN: CAROL LYNN COLE
Meeting Information
Meeting Type: Annual Meeting
For holders as of: April 11, 2011
Date: June 16, 2011 Time: 3:00 p.m. PDT
Location: 901 Fifth Avenue
Fifth Avenue Conference Room
Seattle, WA 98164
See the reverse side of this notice to obtain
proxy materials and voting instructions.
M35553-Z55060
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 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.
? XXXX XXXX XXXX
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 June 2, 2011 to facilitate timely delivery.
How to View Online:
Have the information that is printed in the box marked by the arrow (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 (located on the following page) in the subject line.
Before You Vote
How to Access the Proxy Materials
NOTICE AND PROXY STATEMENT ANNUAL REPORT
Proxy Materials Available to VIEW or RECEIVE:
? XXXX XXXX XXXX
? XXXX XXXX XXXX
Voting Items
M35554-Z55060
2. To approve, on an advisory or non-binding
basis, the compensation of our Named
Executive Officers.
5. To ratify the appointment of Peterson Sullivan LLP
as our independent registered public accounting
firm for the fiscal year ending December 31, 2011.
3. To select, on an advisory or non-binding
basis, the frequency of holding future
advisory votes on the compensation of our
Named Executive Officers.
4. To approve our Amended and Restated 2001
Employee Stock Purchase Plan.
NOTE: Such other business as may properly come
before the Annual Meeting or any adjournment or
postponement thereof.
01) William C. Blake
02) John B. Jones, Jr.
03) Stephen C. Kiely
04) Frank L. Lederman
1. Election of Directors, each to serve a one-year term.
Nominees:
The Board of Directors recommends you vote
FOR the following nominees:
The Board of Directors recommends you vote
FOR the following proposal:
05) Sally G. Narodick
06) Daniel C. Regis
07) Stephen C. Richards
08) Peter J. Ungaro
The Board of Directors recommends you vote
1 YEAR on the following proposal:
The Board of Directors recommends you vote
FOR proposals 4 and 5:
M35555-Z55060