DEFA14A 1 a5906735.txt KEYNOTE SYSTEMS, INC. DEFA-14A SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 |_| 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 |X| Definitive Additional Materials |_| Soliciting Material under Rule 14a-12 KEYNOTE SYSTEMS, 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): |X| No fee required. |_| 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: 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: Keynote Systems Announces Adjournment of Annual Meeting of Stockholders Until Friday, March 6, 2009 San Mateo, Calif. -- Feb. 27, 2009 -- Keynote Systems, Inc. (NASDAQ: KEYN) announced today at its Annual Meeting of Stockholders at its executive offices, located at 777 Mariners Island Boulevard in San Mateo, California, that the Annual Meeting of Stockholders has been adjourned with respect to Proposal No. 2, a proposal to extend the term of its 1999 Equity Incentive Plan (the "Plan"). The directors identified in the proxy statement for the Annual Meeting were elected for another term and the other proposals on the agenda for the Annual Meeting of Stockholders passed. The adjournment with respect to Proposal No. 2 will be until 10:00 a.m., Pacific Time, on Friday, March 6, 2009 at its executive offices at 777 Mariners Island Boulevard in San Mateo, California. At that meeting, a stockholder vote to approve the extension of the term of the Plan will take place. As of February 27, approximately 12 million of the approximately 14.1 million outstanding shares have been voted, with approximately 48.3% of votes cast in favor of extending the Plan and approximately 51.7% against. The meeting is being adjourned to provide Keynote with additional time to solicit proxies from its stockholders. During the pendency of the adjourned meeting, stockholders are encouraged to vote on Proposal No. 2. Stockholders may also change their vote by executing a new proxy. Keynote has filed a proxy statement pursuant to which Keynote is soliciting proxies in connection with seeking stockholder approval of the extension of the Plan with the Securities and Exchange Commission (the "SEC"). Stockholders are urged to read the proxy statement and other relevant documents filed with the SEC.