Form DEFA14A



Washington, D.C. 20549


(Rule 14a-101)


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 ¨

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


þ Definitive Additional Materials


¨ Soliciting Material Pursuant to §240.14a-12

Gen-Probe Incorporated



(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.


¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


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¨ 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.


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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 17, 2012



            Meeting Information    


 Meeting Type: Annual Meeting


 For holders as of:  March 23, 2012

 Date:  May 17, 2012      Time: 10:00 AM PDT






SAN DIEGO, CA 92121-4362




Gen-Probe Incorporated

10210 Genetic Center Drive

San Diego, California 92121



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 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.


—   Before You Vote  —

How to Access the Proxy Materials


      Proxy Materials Available to VIEW or RECEIVE:      
      1. Annual Report             2. Notice & Proxy Statement      
      How to View Online:         
      Have the information that is printed in the box marked by the arrow   LOGO (located on the following page) and visit:      
      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:      
                                       2) BY TELEPHONE:     1-800-579-1639      
                                       3) BY E-MAIL*:          
      *   If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (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 May 03, 2012 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 Have the information that is printed in the box marked by the arrow   LOGO 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.




                   Voting items                        
  The Board of Directors recommends you vote FOR the following:   





Election of Directors









John W. Brown                     02     John C. Martin, Ph.D.



The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5.






To approve the amendment and restatement of the Gen-Probe Incorporated Employee Stock Purchase Plan.






To approve the Gen-Probe Incorporated 2012 Executive Bonus Plan.






To approve, on an advisory basis, the compensation of the named executive officers of Gen-Probe Incorporated.






To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of Gen-Probe Incorporated for the fiscal year ending December 31, 2012.

  NOTE: *Important*      


A. The Election of Directors (Proposal 1) is for a three-year term expiring at the 2015 Annual Meeting of Stockholders.



B. The proxies are authorized to vote, in their discretion, upon such other business as may properly come before the meeting.