Additional Materials

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

x Definitive Additional Materials

 

¨ Soliciting Material Pursuant to § 240.14a-12

PARAMETRIC TECHNOLOGY CORPORATION

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (Check the appropriate box):

 

x No fee required

 

¨ Fee computed on table below per Exchange Act Rules 14a-(6)(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:

          

 
  (2) Aggregate number of securities to which transactions applies:

          

 
  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

          

 
  (4) Proposed maximum aggregate value of transaction:

          

 

  (5)   Total fee paid:

          

 

 

¨ 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.

 

  (1) Amount previously paid:

          

 
  (2) Form, schedule or registration statement no.:

          

 
  (3) Filing party:

          

 
  (4) Date filed:

          

 

 

 

 

— Before You Vote —

How to Access the Proxy Materials

 

    

 

Proxy Materials Available to VIEW or RECEIVE:

    

 

NOTICE AND PROXY STATEMENT

            10-K WRAP
    

 

How to View Online:

 

Have the 12-Digit Control Number available (located on the next 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 12-Digit Control Number (located on the next 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 February 17, 2010 to facilitate timely delivery.

 

— How To Vote —

Please Choose One of the Following Voting Materials

 

             LOGO

    

 

Vote In Person: Only shareholders may attend the Annual Meeting. You will need to provide evidence that you own these shares for admittance to the Meeting. 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 12 Digit Control Number 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 that you can return by mail.

 

*** Exercise Your Right to Vote ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials

 

        

 

Meeting Information

 
  

PARAMETRIC TECHNOLOGY

CORPORATION

  

Meeting Type:            ANNUAL

 

For holders as of:      January 4, 2010

 

Date:        March 3, 2010        Time: 8:30 A.M. EST

    

 

Location:

   

 

Ritz Carlton Hotel & Resort

280 Vanderbilt Road

Naples, FL 34108

 

     You are receiving this communication because you hold shares in Parametric Technology Corporation (PTC).

     LOGO

   

PARAMETRIC TECHNOLOGY CORPORATION

140 KENDRICK STREET

NEEDHAM, MA 02494

  

This is not a ballot. You cannot use this notice to vote these shares. This notice 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 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.
    

  Voting Items         
 

 

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE FOLLOWING:

           
 

 

1.      Elect three Class II Directors to serve for the next three years:

         
 

 

Nominees:

 

01)   Paul A. Lacy

02)   Michael E. Porter

03)   Robert P. Schechter

 

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSAL(S):

 

2.      Approve the performance goals under the 2009 Executive Cash Incentive Performance Plan.

 

3.      Re-approve the performance goals under the 2000 Equity Incentive Plan.

 

4.      Confirm the selection of PricewaterhouseCoopers LLP as PTC’s independent registered public accounting firm for the current fiscal year.

 

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

LOGO              

 
 

LOGO