Notice and Access Card

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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¨ Preliminary Proxy Statement

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¨ Definitive Proxy Statement

x Definitive Additional Materials

¨ Soliciting Material Pursuant to § 240.14a-12

SAIC, 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 15, 2012.

 

   SAIC, INC.  

 

Meeting Information

    

 

Meeting Type:          Annual Meeting

  

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  For holders as of:     April 16, 2012
     Date:  June 15, 2012      Time:  9:00 AM EDT
     Location:   SAIC Conference Center
       1710 SAIC Drive
        

McLean, Virginia 22102

 

    

 

You are receiving this communication because you hold shares in the above named company.

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ATTN: STOCK PROGRAMS

10210 CAMPUS POINT DRIVE

MAIL STOP A-2-S

SAN DIEGO, CA 92121

 

 

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, scan the QR code on the reverse side 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.

    

 

This notice also constitutes Notice of the 2012 Annual Meeting of Stockholders.

    

 

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 ON FORM 10-K
   

 

How to View Online:

    Have the information that is printed in the box marked by the arrow LOGO and visit: www.proxyvote.com or scan the QR code below.
   

 

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 LOGO 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 June 3, 2012 to facilitate timely delivery.

 

How To Vote

Please Choose One of the Following Voting Methods

 

  

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Vote In Person: All stockholders of record at April 16, 2012 (or holders in street name who have obtained a valid proxy) may vote in person at the meeting. Directions to the SAIC Conference Center in McLean, Virginia are available at www.saic.com or by calling SAIC Investor Relations at 1-800-303-5471.

   

 

Vote By Internet: Go to www.proxyvote.com or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow LOGO 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.

     

 

Vote Confirmation: You may confirm that your instructions were received and included in the final tabulation for the Annual Meeting on June 15, 2012 via the ProxyVote Confirmation link at www.proxyvote.com by using the information that is printed in the box marked by the arrow LOGO . Vote Confirmation is available 24 hours after your vote is received beginning May 31, 2012, with the final vote tabulation remaining available through August 15, 2012.

 


Voting Items   

 

VOTE ON DIRECTORS - The Board of Directors recommends   
a vote FOR each of the nominees listed below.   

1.       Nominees:

  

1a.    France A. Córdova

  

1b.    Jere A. Drummond

 

1c.    Thomas F. Frist, III

 

1d.    John J. Hamre

 

1e.    Miriam E. John

 

1f.    Anita K. Jones

 

1g.    John P. Jumper

 

1h.    Harry M.J. Kraemer, Jr.

 

1i.     Lawrence C. Nussdorf

 

1j.     Edward J. Sanderson, Jr.

 

1k.    A. Thomas Young

  

VOTE ON PROPOSAL 2 - The Board of Directors recommends a vote FOR Proposal 2.

2.       Approve the merger of SAIC with and into its wholly-owned subsidiary, Science Applications International Corporation.

 

VOTE ON PROPOSAL 3 - The Board of Directors recommends a vote FOR Proposal 3.

3.       Approve amendments to our 2006 Equity Incentive Plan.

 

VOTE ON PROPOSAL 4 - The Board of Directors recommends a vote FOR Proposal 4.

4.       Approve, by an advisory vote, executive compensation.

 

VOTE ON PROPOSAL 5 - The Board of Directors recommends a vote FOR Proposal 5.

5.       Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2013.

 

VOTE ON PROPOSAL 6 - The Board of Directors recommends a vote AGAINST Proposal 6.

6.       Stockholder proposal regarding action by written consent.