CTXS » Topics » To Be Held on May 29, 2009

This excerpt taken from the CTXS DEFA14A filed May 15, 2009.

TO BE HELD ON MAY 29, 2009

This supplement, dated May 15, 2009, supplements the proxy statement filed with the Securities and Exchange Commission on April 17, 2009, relating to the Annual Meeting of Stockholders of Citrix Systems, Inc. (the “Company”) to be held on Friday, May 29, 2009 at 9:00 a.m. PT, at the Company’s offices at 4988 Great America Parkway, Santa Clara, California 95054. The purpose of this supplement is to provide information about a recent change in the Company’s policy regarding change-in-control severance payments.

On May 14, 2009, the Compensation Committee adopted a policy that effective immediately the Company will not enter into any new agreements, or materially amend any existing agreements, with its executive officers that provide the executive officer with severance payments following a change in control of the Company, except in the case of a double-trigger termination event (i.e., upon the termination of the executive’s employment without cause or for good reason following a change in control).

This excerpt taken from the CTXS DEF 14A filed Apr 17, 2009.

To Be Held on May 29, 2009

To the Stockholders of Citrix Systems, Inc.:

The Annual Meeting of Stockholders of Citrix Systems, Inc., a Delaware corporation (the “Company”), will be held on Friday, May 29, 2009, at 9:00 a.m. PT, at the Company’s offices at 4988 Great America Parkway, Santa Clara, California 95054, United States, for the following purposes:

 

  1. to elect three (3) Class II members to the Board of Directors as directors, each to serve for a three-year term and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal;

 

  2. to approve an amendment to the Company’s 2005 Equity Incentive Plan to (i) increase the aggregate number of shares authorized for issuance under such plan by 5.6 million shares of the Company’s common stock and (ii) increase the aggregate number of shares of the Company’s common stock issuable pursuant to restricted stock, restricted stock units, performance units or stock grants by one million shares of the Company’s common stock;

 

  3. to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2009; and

 

  4. to transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The proposal for the election of directors relates solely to the election of three (3) Class II directors nominated by the Board of Directors and does not include any other matters relating to the election of directors, including, without limitation, the election of directors nominated by any stockholder of the Company.

Only stockholders of record at the close of business on April 1, 2009 are entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof.

All stockholders are cordially invited to attend the Annual Meeting in person. To assure your representation at the Annual Meeting, we urge you to vote via the Internet at www.proxyvote.com or by telephone by following the instructions on the Notice of Internet Availability of Proxy Materials (the “Notice”) you received in the mail and which are also provided on that website, or, if you have requested a proxy card by mail, by signing, voting and returning your proxy card to Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, New York 11717. For specific instructions on how to vote your shares, please review the instructions for each of these voting options that are detailed in your Notice and in this Proxy Statement. If you attend the Annual Meeting, you may vote in person even if you have previously returned your proxy card or have voted via the Internet or by telephone.

In addition to their availability at www.proxyvote.com, this Proxy Statement and the Company’s Annual Report to Stockholders are available for viewing, printing and downloading at www.citrix.com/annualreport.

By Order of the Board of Directors,

LOGO

ANTONIO G. GOMES

Vice President, Deputy General

    Counsel and Secretary

Fort Lauderdale, Florida

April 17, 2009

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY COMPLETE YOUR PROXY AS INDICATED ABOVE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. PLEASE REVIEW THE INSTRUCTIONS FOR EACH OF YOUR VOTING OPTIONS DESCRIBED IN THIS PROXY STATEMENT AND THE NOTICE YOU RECEIVED IN THE MAIL.


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