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TherapeuticsMD, Inc.

Regulatory Filings Jul 12, 2013

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DEFA14A 1 d563877ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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 Pursuant to § 240.14a-12

TherapeuticsMD, Inc.

(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):

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:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on August 22, 2013.

| | Meeting
Information — Meeting Type: | Annual Meeting |
| --- | --- | --- |
| THERAPEUTICSMD, INC. | For holders as of: | June 24, 2013 |
| | Date: August 22, 2013 | Time: 8:00 a.m., Local Time |
| | Location: 6800 Broken Sound Parkway NW | |
| | 3 rd Floor | |
| | Boca Raton, Florida 33487 | |
| ● | | |

| THERAPEUTICSMD, INC. 951 BROKEN SOUND PKWY NW, SUITE 320 BOCA RATON, FL 33487 | You are receiving this communication because you hold
shares in the company named above. |
| --- | --- |
| | This is not a ballot. You cannot use this notice to vote
these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see
reverse side). |
| ● | We encourage you to access and review all of the important
information contained in the proxy materials before voting. |
| | See the reverse side of this notice to obtain proxy materials and voting instructions. |

Before You Vote

How to Access the Proxy Materials

| Proxy Materials Available to VIEW or RECEIVE: |
| --- |
| NOTICE AND PROXY STATEMENT FORM
10-K How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET : www.proxyvote.com 2) BY TELEPHONE : 1-800-579-1639 3) BY E-MAIL* : [email protected] * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to
this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before August 8, 2013 to facilitate timely delivery. |

How To Vote

Please Choose One of the Following Voting Methods

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

The Board of Directors recommends you vote
FOR the following: 1. Election of Directors
Nominees:
01) Tommy G. Thompson 06) Samuel A. Greco
02) Robert G. Finizio 07) Robert V. LaPenta, Jr.
03) John C.K. Milligan, IV 08) Jules A. Musing
04) Brian Bernick 09) Nicholas Segal
05) Cooper C. Collins
The Board of Directors recommends you vote FOR the following proposals:
2. To approve our Amended and Restated 2012 Stock Incentive Plan.
3. To provide a non-binding advisory vote on the compensation of our named executive officers for fiscal 2012
(say-on-pay).
The Board of Directors recommends you vote 1 year on the following
proposal:
4. To provide a non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of our named executive officers
(say-on-frequency).
The Board of Directors recommends you vote FOR the following proposal:
5. To ratify the appointment of Rosenberg Rich Baker Berman & Company, an independent registered public accounting firm, as the independent auditor of our
company for the fiscal year ending December 31, 2013.
and
upon such other business as may properly come before the meeting or any adjournment thereof.

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