defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
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Exchange Act of 1934 (Amendment No. )
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Gen-Probe Incorporated
 
(Name of Registrant as Specified in Its Charter)
 
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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 19, 2011

 
GEN-PROBE INCORPORATED

Meeting Information
     
Meeting Type:
  Annual Meeting
 
For holders as of:
  March 25, 2011
     
Date: May 19, 2011
  Time: 10:00 AM PDT
Location:   Gen-Probe Incorporated
10210 Genetic Center Drive
San Diego, California 92121
 

(LOGO)
(GEN LOGO)
GEN-PROBE INCORPORATED
10210 GENETIC CENTER DRIVE
SAN DIEGO, CA 92121-4362
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.


 

      — 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 è   XXXX XXXX XXXX (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 information that is printed in the box marked by the arrow è   XXXX XXXX XXXX (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 05, 2011 to facilitate timely delivery.


      — How To Vote —
      Please Choose One of the Following Voting Methods
(LOGO)

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 information that is printed in the box marked by the arrow è   XXXX XXXX XXXX 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 Nominees for a
three-year term:
1.    Election of Directors
 Nominees
01   Phillip M. Schneider           02 Abraham D. Sofaer           03 Patrick J. Sullivan
The Board of Directors recommends you
vote FOR proposals 2 and 3.

(GRAPHIC)
2   To approve the amendment and restatement of
The 2003 Incentive Award Plan of Gen-Probe Incorporated.
 
3  
Advisory vote on the compensation of the named executive officers of Gen-Probe Incorporated.
The Board of Directors recommends you vote for the selection of every 1 YEAR for the following proposal:
4  
Advisory vote on the frequency of future advisory votes on the compensation of the named executive officers of Gen-Probe Incorporated.
The Board of Directors recommends you vote FOR the following proposal:
5  
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, 2011.
NOTE: *Important*
A.
The Election of Directors (Proposal 1) is
for a three-year term expiring at the 2014
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.


 

 

 

(GRAPHIC)