defa14a
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
Filed by the Registrant    þ
Filed by a Party other than the Registrant    o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
HARMONIC 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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þ No fee required.
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o    Fee paid previously with preliminary materials.
 
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HARMONIC INC.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting
to Be Held on Thursday, May 20, 2010
The Proxy Statement, Annual Report and other proxy materials are available at:
http://www.proxyvoting.com/hlit
This communication 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.
     
(HARMONIC LOGO)
 
If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before May 7, 2010 to facilitate timely delivery.
   
  TO REQUEST PAPER COPIES OF PROXY MATERIALS:
(please reference your 11-digit control number when requesting materials)
By opting out to receive printed materials, your preference for future proxy
mailings will be kept on our file.
Telephone:  1-888-313-0164
(outside of the U.S. and Canada call 201-680-6688).
Email:         shrrelations@bnymellon.com
(you must reference your 11-digit control number in your email)
Internet:      http://www.proxyvoting.com/hlit

TO VOTE YOUR SHARES SEE INSTRUCTIONS ON REVERSE SIDE
This is not a proxy card. You cannot use this notice to vote your shares.
Dear Harmonic Inc. Stockholder:.
The 2010 Annual Meeting of Stockholders (the “Annual Meeting”) of Harmonic Inc. (the “Company”) will be held at the Company’s offices located at 641 Baltic Way, Sunnyvale, California on May 20, 2010, at 8:00 A.M. (PDT).
Proposals to be considered at the Annual Meeting:
  1.  
To elect eight directors to serve until the earlier of the 2011 Annual Meeting of Stockholders or until their successors are elected and duly qualified.
 
  2.  
To approve an amendment to the 1995 Stock Plan to i) increase the number of shares of common stock reserved for issuance thereunder by 10,600,000 shares; ii) to amend the counting provisions for full value equity awards; and iii) to decrease the maximum term of stock options to seven (7) years.
 
  3.  
To approve an amendment to the 2002 Director Stock Plan to increase the number of shares of common stock reserved for issuance thereunder by 400,000 shares and to amend the counting provisions for full value equity awards.
 
  4.  
To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2010.
Management recommends a vote “FOR” Items 1, 2, 3 and 4.
The Board of Directors has fixed the close of business on March 22, 2010 as the record date (the “Record Date”) for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment(s) thereof.
     
 
  CONTROL NUMBER

YOU MUST REFERENCE YOUR 11-DIGIT CONTROL NUMBER WHEN
YOU REQUEST A PAPER COPY OF THE PROXY MATERIALS OR TO
VOTE YOUR PROXY ELECTRONICALLY.
 
 
     
 
   
    PX 69925

 


 

 
Stockholders of record as of the Record Date are encouraged and cordially invited to attend the Annual Meeting. Directions to attend the annual meeting where you may vote in person can be found on our website, www.harmonicinc.com/ah_directions_detail.cfm.
Meeting Location:
Harmonic Inc.
641 Baltic Way
Sunnyvale, California 94089
The following materials are available for you to review online:
    the Company’s 2010 Proxy Statement (including all attachments thereto);
 
    the Company’s Annual Report on Form 10-K for the year ended December 31, 2009; and
 
    any amendments to the foregoing materials that are required to be furnished to stockholders.
To request a paper copy of the Proxy Materials:
(you must reference your 11-digit control number located on the reverse side of this form)
Telephone:
  1-888-313-0164 (outside of the U.S. and Canada call 201-680-6688)
Email:
  shrrelations@bnymellon.com (you must reference your 11-digit control number in your email)
Internet:
  http://www.proxyvoting.com/hlit
The Proxy Materials for Harmonic Inc. are available to review at:
http://www.proxyvoting.com/hlit
Have this notice available when you request a PAPER copy of the Proxy Materials,
when you want to view your proxy materials online
OR WHEN YOU WANT TO VOTE YOUR PROXY ELECTRONICALLY.

 

HOW TO VOTE BY INTERNET
We encourage you to review the proxy materials online before voting.
Use the Internet to vote your shares. On the landing page of the above website in the box labeled
“To Vote Your Shares by Internet” click on “Vote Now” to access the electronic proxy card and vote your shares.
Have this notice in hand when you access the website.
You will need to reference the 11-digit control number located on the reverse side.
PX 69925