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Cerence Inc. Proxy Solicitation & Information Statement 2020

Dec 30, 2020

32790_rns_2020-12-30_37f280bf-beb7-4c51-a524-7dd7dabc3997.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d23508ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

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
Definitive Additional Materials
Soliciting Material Pursuant to § 240.14a-12

CERENCE 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):

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:

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on February 11, 2021 for Cerence, Inc.

This communication is not a form of voting and presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. To view the proxy statement, annual report, directions to the annual meeting and voting instructions, go to www.proxydocs.com/CRNC . To submit your proxy while visiting this site, you will need the 12 digit control number in the box below.

Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the Internet. We have chosen to use these procedures for our Annual Meeting and need YOUR participation. If you want to receive a paper or e-mail copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for our Annual Meeting, please make this request on or before February 4, 2021.

– and –
VOTE Online go to: www.proxydocs.com/CRNC

Proxy Materials Available to View or Receive:

Annual Report on Form 10-K and Proxy Statement

Printed materials may be requested by one of the following methods:

INTERNET www.investorelections.com/CRNC *E-MAIL [email protected]
You must use the 12 digit control number located in the shaded gray box below. * If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located below) in the
subject line. No other requests, instructions or other inquiries should be included with your e-mail requesting material.
Cerence, Inc. Notice of Annual Meeting Meeting Type: Annual Meeting
For holders as of: December 16, 2020
Date: Thursday February 11, 2021
Time: 11:00 a.m. (Eastern Time)
Place: Annual Meeting to be held live via the internet - please visit www.proxydocs.com/CRNC for more details.
The Board of Directors Recommends a
Vote FOR each of the director nominees listed in proposal 1 and FOR proposal 2.
1. To elect two Class II directors to hold office until the Company’s 2023 annual meeting of
stockholders.
Nominees:
(02) Alfred Nietzel
2.
Note: To conduct any other business properly brought before the Annual Meeting.

In order to attend the virtual meeting and vote online during the annual meeting, you must register in advance at www.proxydocs.com/CRNC prior to the deadline of February 5, 2021 at 5:00 pm Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting, vote online during the meeting and will also permit you to submit questions during the meeting. Please be sure to follow instructions found on your Proxy Card and/or Voting Authorization Form and subsequent instructions that will be delivered to you via email.