noticeofinternetavailability.htm
 
 
 
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  x
Filed by a Party other than the Registrant  o

Check the appropriate box:

  o
Preliminary Proxy Statement
  o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  o
Definitive Proxy Statement
  x
Definitive Additional Materials
  o
Soliciting Material Pursuant to §240.14a-12

Celadon Group, Inc.
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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  x  
No fee required
  o  
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
                (1)
Title of each class of securities to which transaction applies:
N/A
                (2)
Aggregate number of securities to which transaction applies:
N/A
                (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):
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                (4)
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  o  
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.
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Date Filed:
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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 November 7, 2011

 
 
CELADON GROUP, INC.
  
                              Meeting Information
 
Meeting Type:  Annual Meeting
For holders as of:   September 9, 2011
Date:  November 7, 2011    Time:  10:00 A.M. EST
Location:   Celadon Group, Inc.
                    9503 East 33rd Street
                    Indianapolis, IN 46235
 
 
     
 
 
 
CELADON GROUP, INC.
9503 EAST 33RD STREET
INDIANAPOLIS, IN 46235
  
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. Notice and Proxy Statement
2. Annual Report

How to View Online:
Have the information that is printed in the box marked by the arrow  →  [ 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
 
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  →  [ xxxx xxxx xxxx ] (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 November 06, 2011 to
facilitate timely delivery.



— How To Vote —
Please Choose One of the Following Voting Methods

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  → [ 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 a vote
FOR the following:
                 
1.
  
Election of Directors.
          
   
Nominees
              
01     Stephen Russell                  02     Anthony Heyworth                          03     Catherine Langham                       04     Michael Miller                            05     Paul Will

The Board of Directors recommends you vote FOR the following proposal:
  
   
2.
Advisory, non-binding vote to approve the compensation of the Company's Named Executive Officers as disclosed
 in the Proxy Statement.

The Board of Directors recommends you vote 3 YEARS on the following proposal:
  
   
3.
Advisory, non-binding vote on the frequency of holding future advisory, non-binding votes on executive
compensation.

The Board of Directors recommends you vote FOR the following proposal:
  
   
4.
Renewal of the material terms of the performance-based goals under the Company's 2006 Omnibus Incentive Plan,
as amended to allow certain grants and awards to continue to qualify as performance-based compensation under
Internal Revenue Code Section 162(m).



NOTE:  Transact such other business as may properly come before the annual meeting.