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

 

 

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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

VIEWRAY, 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 June 12, 2020. VIEWRAY, INC. Meeting Information Meeting Type: Annual Meeting For holders as of: April 17, 2020 Date: June 12, 2020 Time: 8:30 AM PT Location: Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/VRAY2020. The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/VRAY2020 and be sure to have the information that is printed in the box marked by the arrow (located on the following page). 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. 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. proxy See the materials reverse and side voting of this instructions. notice to obtain VIEWRAY, INC. 2 THERMO FISHER WAY OAKWOOD VILLAGE, OH 44146 D13725-P34290


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Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT FORM 10-K 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. 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 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 May 29, 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 XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. During The Meeting: Go to www.virtualshareholdermeeting.com/VRAY2020. Have the information that is printed in the box marked by the arrow 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. D13726-P34290


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Voting Items The Board of Directors recommends you vote FOR the following: The Board of Directors recommends you vote 1. To elect three directors to hold office until the 2023 1 YEAR for the following proposal: Annual Meeting of Stockholders and until their successors are duly elected and qualified. 4. Advisory vote on the frequency of future advisory votes on executive compensation. Nominees: 01) Daniel Moore The Board of Directors recommends you vote FOR the following proposal: 02) Gail Wilensky, Ph.D. 5. Advisory vote to approve ViewRay’s executive 03) Kevin Xie, Ph.D. compensation. The Board of Directors recommends you vote FOR NOTE: Such other business as may properly come the following proposal: before the meeting or any adjournment thereof. 2. To ratify the selection, by the audit committee of our Board of Directors, of Deloitte & Touche LLP, as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2020. The Board of Directors recommends you vote FOR the following proposal: 3. To approve the ViewRay, Inc. Amended & Restated 2015 Equity Incentive Award Plan. D13727-P34290


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