Edgar Filing: CRAY INC - Form DEFA14A

DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. 1)

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

Cray 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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Explanatory Note

On April 24, 2013, Cray Inc. filed with the Securities and Exchange Commission a definitive proxy statement (the “Proxy Statement”) in connection with its 2013 Annual Meeting of Shareholders. This amendment is being filed solely to amend and supplement certain information presented in the table included in the section entitled “Our Common Stock Ownership” on page 8 of the Proxy Statement and the Proxy Statement shall be deemed to be amended to reflect the below information. No other changes to the Proxy Statement have been made hereby.

OUR COMMON STOCK OWNERSHIP

The following table shows, as of April 11, 2013, the number of shares of our common stock beneficially owned by the following persons:

•

all persons we know to be beneficial owners of at least 5% of our common stock;

•

our current directors and Dr. Prithviraj Banerjee, a director nominee;

•

the executive officers named in the “Summary Compensation Table” on page 39; and

•

all current directors and executive officers as a group.

As of April 11, 2013, there were 39,625,796 shares of our common stock outstanding.


Name and Address(1)	Common Shares Owned		Options Exercisable Within 60 Days		Total Beneficial Ownership(2)		Percentage
5% Shareholders
Wells Fargo & Company(3) 420 Montgomery Street San Francisco, CA 94104		4,632,307		—		4,632,307		11.7	%
FMR LLC(3) 82 Devonshire Street Boston, MA 02109		4,209,889		—		4,209,889		10.6	%
Gilder, Gagnon, Howe & Co. LLC(3) 3 Columbus Circle, 26th Floor New York, NY 10019		2,299,303		—		2,299,303		5.8	%
T. Rowe Price Associates, Inc.(3) 100 E. Pratt Street Baltimore, MD 21202		2,299,477		—		2,299,477		5.8	%

Independent Directors and Director Nominee
John B. Jones, Jr.(4)		28,777		—		28,777		*
Stephen C. Kiely(4)		55,206		—		55,206		*
Frank L. Lederman(4)		70,184		—		70,184		*
Sally G. Narodick(4)		56,435		—		56,435		*
Daniel C. Regis(4)		73,580		—		73,580		*
Stephen C. Richards(4)		53,975		—		53,975		*
Prithviraj Banerjee(5)		—		—		—		*

Named Executive Officers
Peter J. Ungaro(6)		596,002		342,498		938,500		2.4	%
Brian C. Henry(6)		280,985		56,770		337,755		*
William C. Blake(6)		101,188		—		101,188		*
Arvind Parthasarathi(6)		235,000		—		235,000		*
Margaret A. Williams(6)		165,088		109,874		274,962		*
All current directors and executive officers as a group (16 persons)(4)(6)		2,060,704		734,630		2,795,334		6.9	%

*	Less than 1% of the outstanding common stock.

(1)	Unless otherwise indicated, all addresses are c/o Cray Inc., 901 Fifth Avenue, Suite 1000, Seattle, WA 98164.

(2)

Unless otherwise indicated in these footnotes and subject to community property laws where applicable, each of the listed shareholders has sole voting and investment power with respect to the shares shown as beneficially owned by such shareholder. The number of shares and percentage of beneficial ownership includes shares of common stock issuable pursuant to stock options held by the person or group that may be exercised on April 11, 2013, or within 60 days thereafter.

(3)

The information under the column “Common Shares Owned” with respect to Wells Fargo & Company is based on a Schedule 13G/A filed with the SEC, on March 29, 2013, regarding ownership as of December 31, 2012. In that Schedule 13G/A, Wells Fargo & Company, as parent company, reported beneficial ownership of 4,632,307 shares, without sole voting power or sole dispositive power and shared voting power over 4,632,038 shares and shared dispositive power over 4,632,307 shares, with its subsidiary, Wells Capital Management Incorporated, an investment adviser, reporting beneficial ownership of 4,590,783 shares, without sole voting power or sole dispositive power and shared voting power over 996,893 shares and shared dispositive power over 4,590,783 shares, and another subsidiary, Wells Fargo Funds Management, LLC, an investment adviser, reporting beneficial ownership of 3,630,959 shares, without sole voting power or sole dispositive power and shared voting power and shared dispositive power over 3,630,959 shares.

The information under the column “Common Shares Owned” with respect to FMR LLC is based on a Schedule 13G/A filed with the SEC on February 11, 2013, regarding beneficial ownership as of December 31, 2012. In that Schedule 13G/A, FMR LLC reported beneficial ownership of 4,209,889 shares, with sole voting power over 491,970 shares and sole dispositive power over 4,209,889 shares.

The information under the column “Common Shares Owned” with respect to Gilder, Gagnon, Howe & Co. LLC is based on a Schedule 13G/A filed with the SEC on January 10, 2013, regarding beneficial ownership as of December 31, 2012. In that Schedule 13G/A, Gilder, Gagnon, Howe & Co. LLC reported beneficial ownership of 2,299,303 shares, with sole voting power and sole dispositive power over 4,252 shares and shared dispositive power over 2,295,051.

The information under the column “Common Shares Owned” with respect to T. Rowe Price Associates, Inc. is based on a Schedule 13G filed with the SEC on February 13, 2013, regarding beneficial ownership as of December 31, 2012. In that Schedule 13G, T. Rowe Price Associates, Inc. reported beneficial ownership of 2,299,477 shares, with sole voting power over 216,000 shares, and sole dispositive power over 2,299,477 shares.

(4)	The number of shares of common stock shown for the indicated directors includes restricted shares that vest on the dates indicated, and that are forfeitable in certain circumstances, as follows:


Directors	Restricted Shares- Total		June 7, 2013		June 16, 2013		June 7, 2014
John B. Jones, Jr.		7,480		1,939		3,603		1,938
Stephen C. Kiely		10,279		2,728		4,824		2,727
Frank L. Lederman		10,596		2,784		5,028		2,784
Sally G. Narodick		6,938		1,770		3,399		1,769
Daniel C. Regis		10,483		2,728		5,028		2,727
Stephen C. Richards		8,868		2,277		4,315		2,276

(5)	At a Board meeting held on March 26, 2013, Dr. Banerjee was appointed to our Board effective as of May 1, 2013. Upon joining our Board on May 1, 2013, Dr. Banerjee will receive a grant of a fully vested option to purchase 20,000 shares of common stock.

(6)	The number of shares of common stock shown for the indicated executive officers includes restricted shares that vest on the dates indicated, and are forfeitable in certain circumstances, as follows:


Executive Officers	Restricted Shares- Total		Feb 6, 2013		April 30, 2013		May 15, 2013		July 1, 2013		Aug. 3, 2013		Feb. 6, 2014		April 30, 2014		May 12, 2014		May 17, 2014		July 1, 2014
Peter J. Ungaro		290,000		—		—		75,000		16,250		50,000		—		—		50,000		—		16,250
Brian C. Henry		155,000		—		—		40,000		8,750		27,500		—		—		25,000		—		8,750
William C. Blake		73,094		—		17,500		—		—		—		—		17,500		—		—		—
Arvind Parthasarathi(a)		235,000		25,000		—		—		6,250		—		25,000		—		—		—		6,250
Margaret A. Williams		137,500		—		—		37,500		8,750		22,500		—		—		20,000		—		8,750
Other executive officers		287,500		—		—		32,500		21,250		67,500		—		—		27,500		7,500		21,250


Executive Officers	Feb. 6, 2015		April 30, 2015		July 1, 2015		Aug. 3, 2015		Feb. 6, 2016		July 1, 2016		April 30, 2016
Peter J. Ungaro		—		—		16,250		50,000		—		16,250		—
Brian C. Henry		—		—		8,750		27,500		—		8,750		—
William C. Blake		—		17,500		—		3,094		—		—		17,500
Arvind Parthasarathi(a)		25,000		—		6,250		—		25,000		6,250		—
Margaret A. Williams		—		—		8,750		22,500		—		8,750		—
Other executive officers		—		—		21,250		67,500		—		21,250		—

(a)

Includes a restricted stock award for 110,000 shares of common stock that vests upon the achievement of certain operational and strategic performance criteria exclusively related to the operation of our YarcData business or upon a change of control of Cray with the amount vesting as a result of a change of control dependent on the gross proceeds received by Cray shareholders, with such gross proceed levels set at the time of grant with an objective of increasing the reward to the extent that the YarcData business likely contributed materially to the amount of gross proceeds received by shareholders. Such restricted stock award will expire completely if the operational and strategic performance vesting criteria are not satisfied by the calendar day immediately following that date on which Cray files its Form 10-K with the SEC for the fiscal year ended December 31, 2016.