Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.    )
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Soliciting Material Pursuant to §240.14a-12

Cray Inc.
 
 
 
 
 
(Name of Registrant as Specified In Its Charter)
 
 
 
 
 

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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Shareholders to Be Held on June 11, 2019.
CRAY INC.
 
 
 
 
Meeting Information
 
 
Meeting Type:
For holders as of:
Annual Meeting
April 5, 2019
 
 
Date: June 11, 2019
Time: 3:00 P.M. Pacific Time
CRAY INC.
901 FIFTH AVENUE, STE.1000
SEATTLE, WA 98164
ATTN: LEGAL DEPARTMENT
 
Location: 901 Fifth Avenue
 Fifth Avenue Conference Room
 Seattle, WA 98164
 
 
 
 
 
 
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.
 
 
 
 
 
 
See the reverse side of this notice to obtain proxy materials and voting instructions.






— Before You Vote —
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT
ANNUAL REPORT
How to View Online:
Have the information that is printed in the box marked by the arrow https://cdn.kscope.io/e318cfc4c26af00a913361cbf16dde90-g185671noticepg02aa07.jpg (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you wish 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 https://cdn.kscope.io/e318cfc4c26af00a913361cbf16dde90-g185671noticepg02aa08.jpg (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 28, 2019 to facilitate timely delivery.
— How To Vote —
Please Choose One of the Following Voting Methods
Vote In Person: Many shareholder meetings have attendance requirements. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow https://cdn.kscope.io/e318cfc4c26af00a913361cbf16dde90-g185671noticepg02aa06.jpg (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.






Voting Items
 
The Board of Directors recommends that you vote FOR
the following nominees:
1.
 
Election of Directors, each to serve a one-year term.
 
 
 
 
 
Nominees:
 
 
 
 
 
 
 
 
 
 
 
1a.
 
Prithviraj Banerjee
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1b.
 
Catriona M. Fallon
 
1f.
 
Daniel C. Regis
 
 
 
 
 
 
 
 
 
 
 
1c.
 
Stephen E. Gold
 
1g.
 
Max L. Schireson
 
 
 
 
 
 
 
 
 
 
 
1d.
 
Stephen C. Kiely
 
1h.
 
Brian V. Turner
 
 
 
 
 
 
 
 
 
 
 
1e.
 
Sally G. Narodick
 
1i.
 
Peter J. Ungaro
 
 
 
 
 
 
 
 
 
The Board of Directors recommends that you vote FOR proposal 2:
2.
 
To vote, on an advisory and non-binding basis, to approve the compensation of our Named Executive Officers.
 
 
 
The Board of Directors recommends that you vote FOR proposal 3:
3.
 
To vote on the amendment and restatement of our 2013 Equity Incentive Plan, as amended and restated.
 
The Board of Directors recommends that you vote FOR proposal 4:
4.
 
To ratify the appointment of Peterson Sullivan LLP as our independent registered public accounting firm for the year ending December 31, 2019.
 
 
 
 
 
 
 
 
 
NOTE: Such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.