DEFA14A

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 þ
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
o		Definitive Additional Materials
þ		Soliciting Material Pursuant to §240.14a-12

EMS TECHNOLOGIES, 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):

þ		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 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:

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:

On February 16, 2011, EMS Technologies, Inc. distributed the following to its employees:


DATE:		February 16, 2011

TO:		All EMS Employees

FROM:		Neil Mackay

RE:		Staff Announcement

Colleagues,

As you know, I embarked upon a global employee information tour in January. It was in these meetings that I unveiled the “One EMS” strategy for our company. I was very pleased to talk with so many of you, and I have an even greater appreciation for all that you do to make our company great. And you gave me excellent feedback about the One EMS strategy.

One EMS is about the benefits of more strategic coordination within our company. In particular, I discussed with you the notion of tighter alignment in our two main market sectors — one being Aero Connectivity, which includes our EMS Defense & Space and EMS Aviation businesses, and the other being Global Resource Management, which includes our LXE and EMS Global Tracking businesses.

Today, I am pleased to announce that we are officially beginning the process of combining LXE and EMS Global Tracking to form one coordinated business unit. This new combined Global Resource Management business will help EMS offer more solutions and reach new opportunities worldwide. Dino Koutrouki, our current General Manager of EMS Global Tracking will lead the combined organization. Steve Newell, General Manager LXE will report to Dino.

There is a great deal of work that goes into forming the new organizational design. Dino will be working closely with Matthew Carlomagno our Chief HR Officer, Nils Helle our Chief of Staff, as well as staff from the new combined organization to create the blueprint for the business unit.

I realize that you will have many questions about this change. Dino will be working with the team to form the new reporting structures and will release announcements to further clarify the structure in the coming weeks and months. Until then, I ask for your patience, as well as your commitment to making this business transformation as smooth as possible. As well, do not hesitate to speak with your manager on a regular basis for updates on the progress.

(more)

I ask for you to support Dino, Steve and each other as we move the company in this new and exciting direction.

Neil

Additional Information and Where To Find It

In connection with the proxy contest initiated by MMI Investments, L.P., the Company will be filing documents with the Securities and Exchange Commission (the “SEC”), including the filing by the Company of a proxy statement. Shareholders are urged to read the Proxy Statement for the 2011 Annual Meeting of Shareholders when it becomes available, as well as other documents filed with the SEC, because they will contain important information. The final Proxy Statement will be mailed to stockholders of the Company. Shareholders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the Company’s website (www.ems-t.com) under the heading “Investor Relations”, the SEC’s website at (www.sec.gov), or by contacting the Company at 770-729-6512.

Information Regarding Participants

The Company, its directors and certain of its officers and employees are participants in a solicitation of proxies in connection with the Company’s 2011 Annual Meeting of Shareholders. Each of the directors of the Company and each of the officers and employees of the Company who are participants in the solicitation are listed below, together with the number shares of common stock of the Company beneficially owned by each of these individuals as of January 31, 2011. This information has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 based upon information furnished by the persons listed or contained in filings made by them with the Securities and Exchange Commission. Except as otherwise indicated, each person possessed sole voting and investment power with respect to the shares shown. In addition to the shares shown in the following table, the non-employee directors also hold non-voting deferred share units, acquired in lieu of all or a portion of their cash compensation; such deferred share units are summarized in the subsequent table.


		Amount of Shares
Name	Title	Beneficially Owned
John R. Bolton	Director		11,000	⁽¹⁾
Hermann Buerger	Director		56,226	⁽¹⁾
Joseph D. Burns	Director		3,000	⁽¹⁾
John R. Kreick	Director		33,000	⁽¹⁾
John B. Mowell	Chairman of the Board		99,448	⁽¹⁾
Thomas W. O’Connell	Director		27,000	⁽¹⁾
Bradford W. Parkinson	Director		38,000	⁽¹⁾
Norman E. Thagard	Director		37,474	⁽¹⁾
John L. Woodward, Jr.	Director		45,662	⁽¹⁾
Neilson A. Mackay	Director and President and Chief Executive Officer		88,456	⁽¹⁾
Gary B. Shell	Senior Vice President, Chief Financial Officer and Treasurer		41,413	⁽¹⁾
Timothy C. Reis	Vice President and General Counsel		36,949	⁽¹⁾
David M. Sheffield	Vice President, Finance and Chief Accounting Officer		10,557	⁽¹⁾
Steven M. Newell	Vice President and General Manager, LXE		22,011	⁽¹⁾
John C. Jarrell	Vice President and General Manager, Aviation		—
Nils A. Helle	Vice President and Chief of Staff		7,088	⁽¹⁾
Constandino Koutrouki	Vice President and General Manager, EMS Global Tracking		7,125	⁽¹⁾
Marion Van Fosson	Vice President and General Manager, EMS Defense and Space		79	⁽¹⁾

(more)


⁽¹⁾		Includes options that are currently exercisable or will be exercisable within 60 days in the amounts of 6,000 for Mr. Bolton, 44,000 for Mr. Buerger, 3,000 for Mr. Burns, 29,000 for Dr. Kreick, 32,000 for Mr. Mowell, 27,000 for Mr. O’Connell, 35,000 for Dr. Parkinson, 32,000 for Dr. Thagard, 44,000 for Mr. Woodward, 67,417 for Dr. Mackay, 32,750 for Mr. Shell, 29,492 for Mr. Reis, 8,167 for Mr. Sheffield, 9,442 for Mr. Newell, 6,025 for Mr. Helle, and 6,000 for Mr. Koutrouki. For Mr. Mowell, these totals also include 9,800 shares as to which he shares voting and investment power with a family member but disclaims beneficial ownership.

The following table sets forth the aggregate number of shares represented by the deferred stock units held by each current non-employee director, as of January 31, 2011:


Name	Shares Represented By Deferred Stock Units
John R. Bolton		1,524
Hermann Buerger		5,438
Joseph D. Burns		720
John R. Kreick		7,169
John B. Mowell		12,818
Thomas W. O’Connell		2,914
Bradford W. Parkinson		7,286
Norman E. Thagard		10,472
John L. Woodward, Jr.		10,926

(more)