HXL » Topics » SCHEDULE 14A

This excerpt taken from the HXL DEF 14A filed Mar 23, 2009.

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

  Filed by the Registrant ý

 

Filed by a Party other than the Registrant o

 

Check the appropriate box:

 

o

 

Preliminary Proxy Statement

 

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

ý

 

Definitive Proxy Statement

 

o

 

Definitive Additional Materials

 

o

 

Soliciting Material Pursuant to §240.14a-12

HEXCEL CORPORATION

(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):

ý

 

No fee required.

o

 

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:
        
 

o

 

Fee paid previously with preliminary materials.

o

 

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:
        
 

This excerpt taken from the HXL DEFA14A filed Apr 17, 2008.

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

This excerpt taken from the HXL DEFA14A filed Apr 9, 2008.

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

 

Definitive Proxy Statement

ý

 

Definitive Additional Materials

o

 

Soliciting Material Pursuant to §240.14a-12

HEXCEL CORPORATION

(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):

ý

 

No fee required.

o

 

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:
        


o

 

Fee paid previously with preliminary materials.

o

 

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:
        


GRAPHIC

April 9, 2008

Dear Fellow Shareholder:

       By now you may have received proxy materials from OSS Capital (OSS), an activist hedge fund who is asking you to replace one third of your highly qualified independent Hexcel Board members with their hand-picked nominees. The Hexcel Board's Nominating and Governance Committee has met with each of the OSS nominees and, after a thorough and thoughtful review process has concluded that collectively they do not have the appropriate experience to provide the balance of skills needed by the Board for effective governance and oversight. Nevertheless, the Committee offered to add one of the OSS candidates to the existing Board, but instead, OSS summarily rejected the offer and chose to launch a proxy fight to replace three of your best aerospace directors with candidates who have less relevant automotive and service industry expertise.

       In recent years, Hexcel has improved its financial performance through good times and bad and delivered excellent shareholder returns, and we compare favorably with our peers on both a total company as well as a product by product basis. In addition, Hexcel has a strong, engaged, well balanced and independent Board of Directors with an impressive track record for corporate governance. Hexcel's directors have taken an active role in tracking performance, setting strategic direction and providing oversight of your company with a combined three year meeting attendance record of 97.5%.

This excerpt taken from the HXL DEFA14A filed Apr 1, 2008.

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

This excerpt taken from the HXL DEFA14A filed Mar 26, 2008.

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

 

Definitive Proxy Statement

ý

 

Definitive Additional Materials

o

 

Soliciting Material Pursuant to §240.14a-12

HEXCEL CORPORATION

(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):

ý

 

No fee required.

o

 

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:
        


o

 

Fee paid previously with preliminary materials.

o

 

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:
        


GRAPHIC

March 26, 2008

Dear Fellow Shareholder:

        Your vote by proxy or in person at the May 8, 2008 Hexcel Corporation ("Hexcel") Annual Meeting is very important. Despite the extraordinary returns we have delivered over the last five years, a disruptive and unnecessary proxy contest has been launched by the hedge fund OSS Capital Management LP ("OSS"). OSS is attempting to remove three of Hexcel's highly-qualified directors and, under the guise of "good corporate governance," replace them with three nominees hand-picked and retained by OSS. This contest comes despite a thoughtful, thorough review of the OSS nominees by Hexcel and our offer to accept one of their nominees as discussed below.

        With the active participation and support of the Hexcel Board of Directors ("Board"), we are showing tangible, positive results from our focused growth strategy. Furthermore, we believe that we have taken the actions necessary to position ourselves for the future without unnecessarily sacrificing near-term shareholder interests. We believe strongly that our proposed nominees for the Board are the right nominees for you, the Hexcel shareholder.

        Now, more than ever, your vote counts. The enclosed GOLD proxy card gives you an opportunity to support your Company's strategy for extending our outstanding record of providing value to shareholders by voting to re-elect your Board. Please vote the GOLD proxy card today.

        We want you to understand the facts before you make your decision.

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