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 x

Filed by a Party other than the Registrant ¨

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¨ 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 Pursuant to (§) 240.14a-11(c) or (§) 240.14a-12

MEMC Electronic Materials, 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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x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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¨ 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.

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*** Exercise Your Right to Vote ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials

	Meeting Information
	Meeting Type:	ANNUAL
MEMC ELECTRONIC MATERIALS, INC.	For holders as of:	February 25, 2010
	Date:  April 20, 2010	Time: 7:00 a.m. EDT
	Location:   Greenbelt Marriott Hotel
	6400 Ivy Lane
	Greenbelt, Maryland 20770
MEMC ELECTRONIC MATERIALS, INC.

501 PEARL DRIVE   PO BOX 8   ST. PETERS, MO 63376-0008	You are receiving this communication because you hold shares in the above named company.
	This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
	We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

M20286-P92208

Before You Vote  

How to Access the Proxy Materials

  Proxy Materials Available to VIEW or RECEIVE:

  NOTICE AND PROXY STATEMENT        ANNUAL REPORT        IMPORTANT NOTICE

  How to View Online:

  Have the 12-Digit Control Number available (located on the following page) and visit: www.proxyvote.com.

  How to Request and Receive a PAPER or E-MAIL Copy:

  If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a   copy. Please choose one of the following methods to make your request:

                                1) BY INTERNET:         www.proxyvote.com

                                2) BY TELEPHONE:     1-800-579-1639

                                3) BY E-MAIL*:             sendmaterial@proxyvote.com

  *  If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following

      page) in the subject line.

  Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.

  Please make the request as instructed above on or before April 6, 2010 to facilitate timely delivery.

How To Vote  

Please Choose One of the Following Voting Methods

  Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an

  attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for

  meeting attendance. At the Meeting you will need to request a ballot to vote these shares.

  Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the 12 Digit Control Number available and

  follow the instructions.

  Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

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Voting Items

The Board of Directors recommends that you vote FOR the following proposals:

1.      Election of Directors

         Nominees:

         1a.  Emmanuel T. Hernandez

         1b.  John Marren

         1c.  William E. Stevens

         1d.  James B. Williams

2.       Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2010;

3.      Approval and adoption of the MEMC Electronic Materials, Inc. 2010 Equity Incentive Plan; and

4.       In their discretion, the proxies are authorized to vote upon any other business as may properly come before the meeting and all adjournments thereof.

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