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

(Amendment No.    )

Filed by the Registrant  ☑                             Filed by a party other than the Registrant  ☐

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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 §240.14a-12

FireEye, 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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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.

 

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LOGO

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 28, 2020 encourage you to access and review all of the important information contained in the proxy materials before voting. copy If you . want To facilitate to receive timely a paper delivery, or e- mail please copy make of the the proxy request materials, as instructed you must below request before one May . There 18, 2020 is no. charge to you for requesting a Please visit http://www.astproxyportal.com/ast/18620, where the following materials are available for viewing: • Proxy Statement • Form of Electronic Proxy Card • Annual Report on Form 10-K TELEPHONE: 888-Proxy-NA (888-776-9962) or 718-921-8562 (for international callers) E-MAIL: info@astfinancial.com WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials ONLINE: instructions To or access scan your the QR online code proxy with card, your please smartphone visit www . You .voteproxy may enter .com your and voting follow instructions the on-screen at www.voteproxy.com up until 11:59 p.m. Eastern Time the day before the cut-off or meeting date. IN the PERSON: location of You the may Annual vote Meeting, your shares please in call person 408—by 321 attending -6300.* the Annual Meeting. To obtain directions to TELEPHONE: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll free number to call. You may vote by telephone until 11:59 p.m. Eastern Time the day before the meeting date. MAIL: You may request a physical proxy card by following the instructions above. TO OBTAIN PROXY MATERIALS: TO VOTE: * the We Annual currently Meeting intend virtually to hold the on the Annual above Meeting date and in person time instead . However, of in depending person. If on we developments determine that with a respect change to to the a virtual coronavirus meeting (COVID format -19) is advisable pandemic, or we required, might hold an announcement encourage you to of check such change this website will be one made week through prior to a the press meeting release date and if you on our are Investor planning Relations to attend the website Annual at investors Meeting..fireeye.com as promptly as practicable. We Board of Directors’ recommendations. The Board of Directors recommends a vote “FOR” ^all nominees on Proposal 1, “FOR” Proposal 2 and “FOR” Proposal 3: 1. To elect two Class I directors: NOMINEES: Kimberly Alexy Stephen Pusey 2. To ratify the appointment of Deloitte & Touche LLP as our independent registered 3. Advisory public accounting vote to approve firm for named our fiscal executive year ending officer December compensation 31, 2020 . . Note: The stockholders may transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. Annual Meeting of Stockholders To Be Held On: Thursday, May 28, 2020 at 2:00 p.m. Pacific Time at 601 McCarthy Blvd., Milpitas, California 95035* COMPANY NUMBER ACCOUNT NUMBER CONTROL NUMBER Please note that you cannot use this notice to vote by mail.