defa14a
 
 
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.       )
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o   Preliminary Proxy Statement
 
o   Definitive Proxy Statement
 
o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
þ   Definitive Additional Materials
 
o   Soliciting Material Pursuant to §240.14a-12
MINDSPEED TECHNOLOGIES, 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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Mindspeed Technologies, Inc. (the “Company”) confirmed that out of the additional 2,815,000 shares of the Company’s common stock (the “Increased Amount”) that the Company’s stockholders are being asked to approve pursuant to proposal 3 set forth in the Company’s proxy statement for the 2009 annual meeting of stockholders as an increase to the amount of shares reserved for issuance under the Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan (the “Plan”), if the Company’s stockholders approve the Increased Amount, the Company’s Board of Directors will not grant equity awards under the Plan from the Increased Amount that, in the aggregate, exceed 331/3% of the Increased Amount (which equals 938,333 shares) during each of the Company’s fiscal years 2009, 2010 and 2011.