defa14a.htm

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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¨	Preliminary Proxy Statement

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¨	Definitive Proxy Statement

x	Definitive Additional Materials

¨	Soliciting Material Pursuant to §240.14a-12

Hooper Holmes, Inc.

(Name of Registrant as Specified In Its Charter)

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May 8, 2009

Page 1

HOOPER HOLMES, INC.

170 Mt. Airy Road

Basking Ridge, New Jersey 07920

May 8, 2009

Dear Fellow Shareholder:

The date of our annual meeting of shareholders, May 19, is fast approaching, and it is very important that all Hooper Holmes shareholders vote their shares.

As you may know, an individual named Ronald Aprahamian is seeking the election of himself and an associate to our Board in opposition to Roy Lowrance and Dr. Leslie Hudson, the two outstanding members of our Board who are up for re-election. Today I want to reiterate my support for Mr. Lowrance and Dr. Hudson, who have the unanimous support of our Board. I urge you to vote for them by returning the enclosed white proxy card today. You can also vote by phone or email by following the instructions on the enclosed white proxy card.

You deserve value for your investment in Hooper Holmes, and our Board and management team are focused on creating long-term value. We have improved our Company’s performance and believe we are positioned well for future success. These efforts should not be sidetracked now. We believe that continuing to improve the Company’s performance in the short term is critical to delivering longer-term value.

Our Board has provided Hooper Holmes with strong leadership, experience and steady guidance. Mr. Lowrance’s background as an IT executive and leader in prominent business consulting firms provides our Company with the combination of experience and knowledge in the finance and technology sectors that is critical as we navigate through a changing economy. He is playing an active, hands-on role in helping to build two new systems that are important to our future success. Dr. Hudson’s distinguished career in the pharmaceutical industry, and his experience as a CEO, bring tremendous insight and opportunity to our Company. Together, Mr. Lowrance and Dr. Hudson are important members of our Board. That said, our Board remains eager to consider potential new candidates for the Board, and is working actively to identify and evaluate such candidates, including any recommended by our investors.

In his proxy material, Mr. Aprahamian criticizes the performance of Hooper Holmes over the last four years. We are acutely aware that the Company’s performance and stock price have suffered over the past few years, which is why our Board and management are so focused on improving our operations, results and strategy. However, in his proxy material, Mr. Aprahamian uses revenue figures that appear to be misleading. In comparing our 2004 revenues to the revenues we reported in 2008 from our continuing operations, he completely fails to account for the sale of two of our businesses in 2007 and 2008. As shown on page 22 of our 2008 annual report filed on Form 10-K, when adjusted to reflect these discontinued operations, the Company’s actual five-year revenue decline is significantly smaller (by approximately two-thirds) than that claimed by Mr. Aprahamian.

May 8, 2009

Page 2

In addition to exaggerating the revenue declines, Mr. Aprahamian ignores the improvements we have made. By reducing costs, increasing our margins and bolstering our sales resources, we have achieved significant improvements in our net operating results from continuing operations in each of the past two years. We have brought in new leadership for our Portamedic and Underwriting Solutions units and we are implementing new strategic initiatives to improve our business short term and position us for even bigger opportunities longer term. We have realigned our sales efforts to focus more intensively on the Broker, General Agents and Independent Marketing Organizations channel. We launched a Managed Scheduling Center that has been rolled out in 60 of our branches, which we expect will allow us to complete exams faster. We have invested in a new facility for Heritage Labs and in stronger sales resources.

Additionally, over the past several months we have worked intensively with our strategic advisors, Leerink Swann, to identify new opportunities and begin development of an exciting longer-term strategic plan. Our strategic thinking is largely based on an already-proven concept. Our Company is 110 years old this year, and for most of that time we have helped connect insurance companies with their applicants. Our Health and Wellness business has proved that we can use those same assets to connect wellness companies with groups of employees. Although we remain committed to maintaining and expanding our services to our life insurance customers, our considerable core competencies in delivering exam services nationwide, performing lab screenings and making the kits necessary to perform them, and assembling and integrating health and medical data should be attractive to a wide range of customers in new industries.

We are already seeing positive trends. Our Health and Wellness unit won six new customers and increased revenues by 26% in the first quarter of 2009 compared to the first quarter of 2008 – after reporting revenues in 2008 that were 51% higher than in 2007. Our Portamedic pricing is up by 4% year over year. Our Heritage Labs business has three new, large insurance testing customers coming onboard. We are proud of our progress and excited about our future.

Mr. Lowrance, Dr. Hudson and the rest of our Board have an important role to play in our efforts to re-tool and re-size into a more efficient company. We believe we have a set of assets that no other company can match, and we plan to offset life insurance industry decline with profitable growth in new markets. Mr. Lowrance and Dr. Hudson play important roles in those efforts. That’s why I urge you to vote for Mr. Lowrance and Dr. Hudson today!

May 8, 2009

Page 3

On behalf of Hooper Holmes’ Board of Directors, I thank you for your continued support.

Very truly yours,

/s/ Roy H. Bubbs

Roy H. Bubbs

President, Chief Executive Officer and Director

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. WE URGE YOU NOT TO SIGN ANY BLUE PROXY CARD SENT TO YOU BY MR. APRAHAMIAN. IF YOU HAVE DONE SO, YOU MAY REVOKE IT BY FOLLOWING THESE INSTRUCTIONS.

If your shares are registered in your own name, please sign, date and mail the enclosed WHITE proxy card to Morrow & Co., LLC in the self-addressed, postage-paid envelope provided today. You may also be able to vote by telephone or the Internet by following the instructions on the enclosed WHITE proxy card.

If your shares are held in the name of a brokerage firm, bank nominee or other institution, please sign, date and mail the enclosed WHITE voting instruction form in the self-addressed, postage-paid envelope provided. Instructions must be provided to your broker no later than 11:59 p.m. (EDT) on May 18, 2009. You may also be able to vote by telephone or the Internet by following the instructions on the enclosed WHITE voting instruction form.

If you have any questions or need assistance in voting your shares, please contact our proxy solicitor:

MORROW & CO., LLC

470 West Avenue

Stamford, CT 06902

800-662-5200

Certain statements in this letter are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “will,” “believe,” “estimate,” “expect,” “intend,” “anticipate,” “goals,” “prospects,” variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. Forward-looking statements are not guarantees of future performance and actual results may vary materially from the results expressed or implied in such statements.

This statement may be deemed to be solicitation material in respect of the matters to be considered at the 2009 Annual Meeting of Shareholders. Hooper Holmes has filed the definitive proxy statement with the Securities and Exchange Commission (SEC) on April 6, 2009. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE WHITE PROXY CARD AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The definitive proxy statement and other documents relating to the 2009 Annual Meeting and Hooper Holmes can be obtained free of charge from the SEC’s website at http://www.sec.gov. In addition, copies of the definitive proxy statement, proxy card, and other materials may be requested by contacting our proxy solicitor, Morrow & Co., LLC, by phone at 800.662.5200.