PTC INC. — Proxy Solicitation & Information Statement 2017

Jan 18, 2017

DEFA14A 1 ptc3172171-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

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 Under Rule
14a-12

PTC Inc.

(Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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* Exercise Your Right to Vote *Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on March 1, 2017.

PTC INC.

PTC INC. 140 KENDRICK STREET NEEDHAM, MA 02494

Meeting Information

| Meeting
Type: | Annual Meeting |
| --- | --- |
| For holders as
of: | January 3, 2017 |

Date: March 1, 2017 Time: 8:00 a.m., local time

Location: PTC Inc. 140 Kendrick Street Needham, MA 02494

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. You can vote only by following the instructions on the reverse side. 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 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

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NOTICE AND PROXY STATEMENT ANNUAL REPORT

How to View Online: Have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.

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| 1) | BY
INTERNET : | www.proxyvote.com |
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| 3) | BY
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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 February 15, 2017 to facilitate timely delivery.

— How To Vote — Please Choose One of the Following Voting Methods

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Vote By Telephone: You can vote by telephone by requesting a paper copy of the materials, which will include a proxy card and instructions on how to vote by telephone.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Vote In Person: If you are a registered stockholder (that is, you hold these shares in your name), you must present valid identification to vote at the meeting. If you hold these shares in street name (that is, in the name of the brokerage firm or bank holding the securities account in which these shares are held), you will need to obtain a “legal proxy” from the holder of record to vote at the meeting.

Voting Items

The Board of Directors recommends you vote FOR ALL nominees:

1. Elect eight directors to serve until the 2018 Annual Meeting of Stockholders.

Nominees: — 01)	Janice Chaffin	05)	Klaus Hoehn
02)	Phillip Fernandez	06)	Paul Lacy
03)	Donald Grierson	07)	Robert Schechter
04)	James
Heppelmann	08)	Renato
Zambonini

The Board of Directors recommends you vote FOR the following proposal:

1. Advisory vote to approve the compensation of our named executive officers (say-on-pay).

| The Board of Directors recommends
you vote FOR a 1 YEAR frequency: | |
| --- | --- |
| 3. | Advisory vote on the frequency of
the say-on-pay vote. |
| The Board of Directors recommends
you vote FOR the following
proposal: | |

1. Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year.