PRO DEX INC — Remuneration Information 2020

Oct 6, 2020

DEFA14A 1 pdex_14a.htm DEFINITIVE ADDITIONAL MATERIAL html PUBLIC "-//IETF//DTD HTML//EN" Definitive Additional Materials

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant þ

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

þ Definitive Additional Materials

¨ Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

PRO-DEX, 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):

þ 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:

¨ Fees 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

Shareholder Meeting to Be Held on November 19, 2020

PRO-DEX, INC.	Meeting Information — Meeting Type: Annual Meeting
	For holders as of: September 22, 2020
	Date: November 19, 2020 Time: 9:30 AM
	Location:	Meeting live via the Internet-please visit
		www.virtualshareholdermeeting.com/PDEX2020.
	The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visitwww.virtualshareholdermeeting.com/PDEX2020 and be sure to have the information that is printed in the box marked by the arrow è xxxx xxxx xxxx xxxx (located on the following page).
	You are receiving this communication because you hold shares in the above named company.
PRO-DEX, INC. C/O Broadridge PO BOX 1342 BRENTWOOD, NY 11717	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 SHAREHOLDER LETTER FORM 10-K
How to View Online:
Have the information that is printed in the box marked by the arrow è xxxx xxxx xxxx xxxx (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* :	sendmaterial@proxyvote.com
* 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 è xxxx xxxx xxxx xxxx (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 November 05, 2020 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

Vote By Internet: Before The Meeting: Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow è xxxx xxxx xxxx xxxx (located on the following page) available and follow the instructions.
During The Meeting: Go to www.virtualshareholdermeeting.com/PDEX2020. Have the information that is printed in the box marked by the arrow è xxxx xxxx xxxx xxxx (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.

Voting items
The Board of Directors recommends you vote FOR the following:
1.	Election of Directors
	Nominees:
	01) Raymond E. Cabillot	04) Katrina M. K. Philp
	02) William J. Farrell III	05) Nicholas J. Swenson
	03) David C. Hovda	06) Richard L. Van Kirk
The Board of Directors recommends you vote FOR proposals 2 and 3.
2.	To ratify the appointment of Moss Adams, LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2021.
3.	Advisory vote to approve the compensation of our Named Executive Officers.
NOTE : In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.
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EDGAR Validation Code: C862AE4C