DSCM » Topics » (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

This excerpt taken from the DSCM DEF 14A filed Apr 27, 2009.

(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:

 

 


LOGO

April 27, 2009

Dear Stockholder:

You are cordially invited to attend the 2009 annual meeting of stockholders of drugstore.com, inc., to be held on Thursday, June 11, 2009, at 9:00 a.m., Pacific time, at the Hotel Andra, 2000 Fourth Avenue, Seattle, Washington 98121.

At the annual meeting, our stockholders will be asked

 

   

to elect the six director-nominees named in the enclosed proxy statement to our board of directors,

 

   

to approve an amendment to our certificate of incorporation to authorize our board of directors to effect a reverse stock split and to decrease our total number of authorized shares from 260 million to 60 million, of which 50 million will be common stock, par value $0.0001 per share, and 10 million will be preferred stock, par value $0.0001 per share, and

 

   

to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ended January 3, 2010.

For more information regarding these proposals, I urge you to read the accompanying proxy statement carefully.

This excerpt taken from the DSCM DEF 14A filed Feb 23, 2009.

(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:

 

 


LOGO

February 23, 2009

Dear Stockholder:

You are cordially invited to attend drugstore.com, inc.’s Special Meeting of stockholders to be held on Thursday, March 5, 2009, at 10:00 a.m., Pacific time, at our principal executive offices, located at 411 108th Avenue N.E., Bellevue, Washington 98004.

At the Special Meeting, our stockholders will be asked to approve the drugstore.com, inc. 2008 Equity Incentive Plan and the number of shares reserved for issuance under the plan. The plan was originally approved by our stockholders at our Annual Meeting on June 12, 2008. We recently discovered, however, that due to a technical error in determining the stockholders entitled to vote on the 2008 plan, the original stockholder approval may not be valid for all purposes of applicable laws and listing requirements. Therefore, we are again seeking approval of the 2008 plan. The plan has not been changed since receiving stockholder approval on June 12, 2008, and all terms and conditions of the plan, the material portions of which are described later in this proxy statement, are identical to those that were originally approved.

Like most technology companies, we provide equity compensation to our employees as an incentive to increase long-term stockholder value and to align the interests of our employees with those of our stockholders. We believe that our equity compensation programs help us to attract and retain talented and highly-skilled individuals to serve as employees. We also believe that equity compensation plans motivate high levels of performance and create incentives that reward the contributions of our employees to our success and to increased shareholder value.

The approval of the 2008 Equity Incentive Plan is necessary if we are to continue to make equity compensation a key part of our employees’ total compensation, as has been the case since our inception. If the 2008 Equity Incentive Plan is not approved at the Special Meeting, we believe that our ability to attract and retain talented employees will be seriously affected, and in turn, we believe our long-term success may suffer. Our competitors would gain an important advantage in the competition for the best industry talent.

For more information regarding this proposal, I urge you to read the accompanying proxy statement carefully.

This excerpt taken from the DSCM DEF 14A filed Apr 28, 2008.

(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:

 

 


LOGO

April 28, 2008

Dear Stockholder:

You are cordially invited to attend the 2008 annual meeting of stockholders of drugstore.com, inc., to be held on Thursday, June 12, 2008, at 9:00 a.m., Pacific time, at the Bellevue Club, Olympic Suite A, 11200 SE 6th Street, Bellevue, Washington 98004.

At the annual meeting, our stockholders will be asked

 

   

to elect six directors to our board of directors,

 

   

to approve the drugstore.com, inc. 2008 Equity Incentive Plan and the number of shares reserved for issuance under the plan,

 

   

to approve an amendment to our certificate of incorporation to authorize our board of directors to effect a reverse stock split,

 

   

and to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ended December 28, 2008.

For more information regarding these proposals, I urge you to read the accompanying proxy statement carefully.

This excerpt taken from the DSCM DEFA14A filed Apr 23, 2008.

(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:

 

 


Filed by drugstore.com, inc.

Pursuant to Rule 14a-12 of the

Securities Exchange Act of 1934

Subject Company: drugstore.com, inc.

Commission File No. 000-26137

The following is a cover message and a series of questions and answers (Q&As) distributed by drugstore.com relating to a proposal to stockholders to be presented at drugstore.com’s 2008 annual meeting of stockholders. The message and Q&A were distributed by Dawn Lepore, drugstore.com’s president and chief executive officer, to drugstore.com’s employees via electronic mail.

 

1


Today, we filed a preliminary proxy statement with the SEC. Our proxy is the document that we send to our stockholders in advance of our annual meeting, which will be held in June. It contains reports and proposals that we are submitting to stockholders for approval.

Today’s proxy includes our usual proposals, which are electing our directors to new terms and approving our auditors, but it also includes two non-routine items of which I wanted to make you aware.

First, we are asking for approval for a new equity incentive plan. Our existing plan was adopted in 1998 and had a 10-year life, so we need to replace it with a new plan so we can continue to provide our employees with stock options and other equity incentives in the future.

Second, our Board is asking stockholders to authorize it to proceed, at the Board’s discretion, with a reverse stock split within the range of 1-to-6 to 1-to-10. To clarify, this does not mean that the Board has yet determined to proceed with a reverse stock split. It is simply seeking stockholder authorization so it can proceed with a reverse stock split sometime after this year’s annual meeting and before next year’s annual meeting. This is not a routine proposal, so it could trigger some questions for you. Anticipating this, our HR and Legal groups have put together the attached frequently asked questions (FAQ) to explain the proposal a bit more. We will discuss this at our next employee meeting, but if you have additional questions after reading the FAQ, please feel free to contact Bob Hargadon or Yukio Morikubo, or members of their respective teams.

This excerpt taken from the DSCM DEF 14A filed Apr 18, 2007.

(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:

 

 


LOGO

April 18, 2007

Dear Stockholder:

You are cordially invited to attend the 2007 annual meeting of stockholders of drugstore.com, inc., to be held on Wednesday, June 6, 2007, at 9:00 a.m., Pacific time, at the Bellevue Club, 11200 SE 6th Street, Bellevue, Washington 98004.

At the annual meeting, our stockholders will be asked to elect six directors to our board of directors and ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2007 fiscal year. For more information regarding these proposals, I urge you to read the accompanying proxy statement carefully.

This excerpt taken from the DSCM DEF 14A filed Apr 26, 2006.

(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:

 

 


LOGO

April 24, 2006

Dear Stockholder:

You are cordially invited to attend the 2006 Annual Meeting of Stockholders of drugstore.com, inc., to be held on Wednesday, June 7, 2006, at 9:00 a.m., Pacific time, at the Bellevue Club, Olympic Suite A, 11200 SE 6th Street, Bellevue, Washington 98004.

At the annual meeting, our stockholders will be asked to elect six directors to our board of directors and ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2006 fiscal year. For more information regarding these proposals, I urge you to carefully read the accompanying proxy statement.

This excerpt taken from the DSCM DEF 14A filed Apr 28, 2005.

(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:

 

 

 

Notes:


LOGO

 

April 20, 2004

 

Dear Stockholder:

 

You are cordially invited to attend the 2005 Annual Meeting of Stockholders of drugstore.com, inc., to be held on Wednesday, June 8, 2005, at 9:00 a.m., Pacific time, at the Bellevue Club, Olympic Suite A, 11200 SE 6th Street, Bellevue, Washington 98004.

 

At the annual meeting, our stockholders will be asked to elect six directors to our board of directors and ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2005 fiscal year. For more information regarding these proposals, I urge you to carefully read the accompanying proxy statement.

 

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