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 (Amendment
No. )
Filed by
the Registrant R
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
|
|
þ
|
Definitive
Additional Materials
|
|
o
|
Soliciting
Material Pursuant to
§240.14a-12
|
|
COGDELL
SPENCER INC.
|
|
(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):
|
||
|
R
|
No
fee required.
|
|
|
o
|
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 the transaction
applies:
|
|
|
(2)
|
Aggregate
number of securities to which the transaction applies:
|
|
|
(3)
|
Per
unit price or other underlying value of the 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 the transaction:
|
|
|
(5)
|
Total
fee paid:
|
|
|
o
|
Fee
paid previously with preliminary materials.
|
|
|
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.
|
|
|
(1)
|
Amount
Previously Paid:
|
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
|
(3)
|
Filing
Party:
|
|
|
(4)
|
Date
Filed:
|
|
|
COGDELL
SPENCER INC.
|
|
|
4401
Barclay Downs Drive, Suite 300
|
|
|
Charlotte,
NC 28209-4670
|
|
|
NOTICE
OF ANNUAL MEETING
|
|
|
OF
STOCKHOLDERS
|
|
|
to
be held on
|
|
|
MAY
5, 2009
|
Dear
Stockholder,
The 2009
Annual Meeting of Stockholders of Cogdell Spencer Inc. will be held at
Cogdell Spencer
Inc., 4401 Barclay Downs Drive, Suite 300, Charlotte, NC 28209-4670, on May 5,
2009, at 9:00 AM (local time).
|
Proposals
to be considered at the Annual Meeting:
|
|||
|
(1)
|
The
election of nine members to the Board of Directors, each to serve until
the 2010 Annual Meeting of Stockholders and until his successor is duly
elected and qualifies.
|
||
|
(2)
|
Ratification
of the appointment of Deloitte & Touche LLP as the independent
registered public accounting firm of Cogdell Spencer Inc. for the year
ending December 31, 2009.
|
||
|
(3)
|
To
vote and otherwise represent the undersigned on any other matter that may
properly come before the meeting or any adjournments or postponements
thereof in the discretion of the proxy
holder.
|
||
The Board
recommends a vote “FOR” Items 1 and 2.
|
Stockholders
are cordially invited to attend the Annual Meeting and vote in person.
Directions to the
Annual
Meeting of Stockholders can be obtained by calling
704-940-2900.
|
You
May Vote Your Proxy When You View The Materials On The Internet. You Will Be
Asked To
Follow
The Prompts To Vote Your Shares.
Your
electronic vote authorizes the named proxies to vote your shares in the same
manner as if you marked, signed, dated and returned the proxy card.
 |
|||
|
Vote Your Proxy on the
Internet:
Go
to www.continentalstock.com
Have
your notice available when you access the above website. Follow the
prompts to vote your shares.
|
|||
|
|
|||
|
The Proxy Materials are
available for review at:
http://www.cstproxy.com/cogdellspencer/2009
|
COMPANY
ID:
PROXY
NUMBER:
ACCOUNT
NUMBER:
|
||
COGDELL
SPENCER INC.
4401
Barclay Downs Drive, Suite 300
Charlotte,
NC 28209-4670
Important
Notice Regarding the Availability Of Proxy Materials For the Annual Meeting of
Stockholders to Be Held On May 5, 2009
This
communication presents only an overview of the more complete proxy materials
that are available to you on the Internet. We encourage you to access and review
all of the important information contained in the proxy materials before
voting.
If
you would like to receive a paper or e-mail copy of these documents, you must request one. There
is no charge to you for requesting a copy. Please make your request for a copy
as instructed below on or before April 28, 2009 to facilitate a timely
delivery.
The
following Proxy Materials are available to you to review at: http://www.cstproxy.com/cogdellspencer/2009
|
-
|
the
Company’s Annual Report for the year ending December 31,
2008.
|
|
|
-
|
the
Company’s 2009 Proxy Statement (including all attachments
thereto).
|
|
|
-
|
the
Proxy Card.
|
|
|
-
|
any
amendments to the foregoing materials that are required to be furnished
to
stockholders.
|
|
ACCESSING
YOUR PROXY MATERIALS ONLINE
Have
this notice available when you request a paper copy of the proxy materials
or to vote your proxy electronically. You must reference your company ID,
9-digit proxy number and 10-digit account number.
|
|
OBTAINING
A FREE PAPER OR E-MAIL COPY OF THE PROXY
MATERIALS
If
you prefer, you may request to receive your proxy materials for the Annual
Meeting or for future annual meetings of the company’s stockholders on
paper or via e-mail in any of the following ways:
|
|||
|
Telephone:
|
Call
us toll-free at 1-888-221-0690.
|
||
|
Internet:
|
Go
to www.cstproxy.com/cogdellspencer/2009 and request a printed version of
the materials.
|
||
|
E-mail:
|
Send
a message to proxy@continentalstock.com with Cogdell Spencer Inc. in the
subject field and include your registered holder name, address and company
ID, 9-digit proxy number and 10-digit account number.
|
||