defa14a
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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  o   Soliciting Material Pursuant to § 240.14a-12
NUANCE COMMUNICATIONS, 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
Shareholder Meeting to Be Held on January 27, 2012

 
NUANCE COMMUNICATIONS, INC.

Meeting Information
     
Meeting Type:
  ANNUAL MEETING
 
For holders as of:
  December 02, 2011
     
Date: January 27, 2012
  Time: 10:30 am PST
Location:   1198 East Arques Avenue
Sunnyvale, CA 94085
 

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NUANCE COMMUNICATIONS, INC.
1 WAYSIDE ROAD
BURLINGTON, MA 01803-4609
You are receiving this communication because you hold shares in the above named company.
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:
1. PROXY/10K COMBO
How to View Online:
Have the information that is printed in the box marked by the arrow è 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
 
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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 January 12, 2012 to facilitate timely delivery.


      — How To Vote —
      Please Choose One of the Following Voting Methods
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Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. 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 è XXXX XXXX XXXX  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 you vote FOR
the following:
1.   Election of Directors
 
  Nominees
  1a   Paul A. Ricci
 
  1b   Robert G. Teresi
 
  1c   Robert J. Frankenberg
 
  1d   Katharine A. Martin
 
  1e   Patrick T. Hackett
 
  1f   William H. Janeway
 
  1g   Mark B. Myers
 
  1h   Philip J. Quigley
 
  1i   Mark R. Laret
The Board of Directors recommends you vote FOR proposals 2 and 3.
2.  
To approve an amendment to the Amended and Restated 2000 Stock Plan.
3.  
To approve non-binding advisory resolution regarding Executive Compensation.
The Board of Directors recommends you vote 1 YEAR on the following proposal:
4.  
To recommend, by non-binding vote, the frequency of executive compensation votes.
The Board of Directors recommends you vote FOR the following proposal:
5.  
To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2012.
 
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
 


 
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