SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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 under Rule 14a-12 |
Rainmaker Systems, 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: |
PROXY
RAINMAKER SYSTEMS, INC.
PROXY
COMMON STOCK
Annual Meeting of Stockholders, May 19, 2005
This Proxy is Solicited on Behalf of the Board of Directors of
Rainmaker Systems, Inc.
The undersigned revokes all previous proxies, acknowledges receipt of the Notice of the Annual Meeting
of Stockholders to be held May 19, 2005 and the Proxy Statement and appoints Steve Valenzuela and Michael
Silton, and each of them, the Proxy of the undersigned, with full power of substitution, to vote all shares of
Common Stock of Rainmaker Systems, Inc. (the “Company”) which the undersigned is entitled to vote, either
on his or her own behalf or on behalf of any entity or entities, at the Annual Meeting of Stockholders of the
Company to be held at the Hilton San Jose South/Scotts Valley, 6001 La Madrona Drive, Scotts Valley, CA,
95066, on May 19, 2005 at 8:00 a.m.. Pacific Daylight Savings Time, and at any adjournment or postponement
thereof, with the same force and effect as the undersigned might or could do if personally present thereat.
The Board of Directors recommends a vote IN FAVOR OF the directors listed above and a vote IN FAVOR
OF the listed proposal. This Proxy, when properly executed, will be voted as specified above. If no specification
is made, this Proxy will be voted IN FAVOR OF the election of the directors listed above and IN FAVOR
OF the other proposal.
(Continued, and to be marked, dated and signed, on other side)
DETACH PROXY CARD HERE
PLEASE MARK VOTES AS
SHOWN IN THIS EXAMPLE.
1. To elect five directors to serve for a one-year term ending in the year 2006 or until their successors are duly elected and qualified;
FOR
WITHHOLD AUTHORITY TO VOTE
Michael Silton Robert Leff Alok Mohan Bradford Peppard Mitchell Levy
For all nominees except as noted above
2. To ratify the appointment of BDO Seidman LLP as independent auditors of the Company for the fiscal year ending December 31, 2005.
FOR
AGAINST
ABSTAIN
3. In accordance with the discretion of the proxy holders, to act upon all matters incident to the conduct of the meeting and upon other matters as may properly come before the meeting.
Please print the name(s) appearing on each share certificate(s)
over which you have voting authority:
(Print name(s) on certificate)
Please sign your name:
(Authorized Signature(s))
Date:
Please Detach Here
You Must Detach This Portion of the Proxy Card
Before Returning it in the Enclosed Envelope