STMP » Topics » TO BE HELD MAY 22, 2008

This excerpt taken from the STMP DEF 14A filed Apr 2, 2008.

TO BE HELD MAY 22, 2008

TO THE STOCKHOLDERS OF STAMPS.COM INC.:

NOTICE IS HEREBY GIVEN that the 2008 Annual Meeting of Stockholders of Stamps.com Inc., a Delaware corporation, will be held on May 22, 2008, beginning at 10:00 a.m. Pacific Daylight Savings Time at the Ritz Carlton Marina del Rey, 4375 Admiralty Way, Marina del Rey, California, 90292, for the following purposes:

(1) To elect one director to serve for a three-year term ending in the year 2011 or until his successor is duly elected and qualified;
(2) To approve an amendment to our Amended and Restated Certificate of Incorporation to effect certain restrictions upon transfers in order to preserve tax treatment of our tax net operating losses (our “NOL Protective Amendment”); and
(3) To ratify the appointment of Ernst & Young LLP as our independent auditors for 2008.

The foregoing matters are described in more detail in the enclosed proxy statement. Our board of directors has fixed the close of business on April 11, 2008 as the record date for the determination of our stockholders entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment of the meeting. Only those stockholders of record as of the close of business on that date are entitled to notice of and to vote at the Annual Meeting. Our stock transfer books will remain open between the record date and the date of the meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any of our stockholders, for any purpose germane to the meeting, at the Annual Meeting and during ordinary business hours at our executive offices for a period of ten days prior to the Annual Meeting.

All stockholders are cordially invited to attend the meeting in person. Whether or not you plan to attend, please sign and return the enclosed proxy as promptly as possible in the envelope enclosed for your convenience. Should you receive more than one proxy because your shares are registered in different names and addresses, each proxy should be signed and returned to assure that all your shares will be voted. You may revoke your proxy at any time before the Annual Meeting. If you attend the Annual Meeting and vote by ballot, your proxy will be revoked automatically and only your vote at the Annual Meeting will be counted.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE.

By Order of the Board of Directors,

/s/ Seth Weisberg

Seth Weisberg
General Counsel and Secretary

Los Angeles, California
March 20, 2008


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