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

 

Filed by the Registrant ☒

 

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

 

Definitive Additional Materials

 

Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2

 

AVINGER, INC.

(Name of Registrant as Specified In Its Charter)

 

Payment of Filing Fee (Check the appropriate box):

 

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 transaction 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:
   

 

 

 

 

*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on June 14, 2017.

             
         
AVINGER, INC.   Meeting Information    
         
      Meeting Type: Annual Meeting    
      For holders as of: April 19, 2017    
      Date: June 14, 2017             Time: 1:00 PM Pacific Time    

 



 

 

AVINGER, INC.
400 CHESAPEAKE DRIVE
REDWOOD CITY, CA 94063

    Location: 600 Chesapeake Drive

Redwood City, California 94063

   
           
           
 

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.  

 

E28602-P93709

 

 

 

 

         
     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 (IMAGE)  (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 (Toll - Free)

 

 

 

 

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 (IMAGE)  (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 31, 2017 to facilitate timely delivery.

 

 

 

 

 

 

 

 

         
     How To Vote     
       
       
Please Choose One of the Following Voting Methods

 

 

 

 

 

 

 

 

Vote In Person: Many stockholder 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  (IMAGE)   (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.

 

 

 

 

 

E28603-P93709

 

   
 

 

 

 

 

 

 

 

Voting Items

 

 

 

 

 

 

 

 

 

The Board of Directors recommends you vote FOR the following:

 

 

 

 

 

 

 

 

1.

To elect two Class II directors to serve until the 2020 annual meeting of stockholders and until their successors are duly elected and qualified.

 

 

 

 

 

 

 

 

 

Nominees:

 

 

 

 

 

 

 

 

 

 

1a.

Donald A. Lucas

 

 

         

 

1b.

James B. McElwee

 

 

 

 

 

 

 

The Board of Directors recommends you vote FOR the following proposal:

 

2.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2017.

 

 

 

 

 

 

NOTE: To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.    

E28604-P93709