DEFA14A 1 t1400606_defa14a.htm DEFINITIVE ADDITIONAL MATERIALS

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. )

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o |  | Preliminary Proxy Statement

o |  | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o |  | Definitive Proxy Statement

x |  | Definitive Additional Materials

o |  | Soliciting Material Pursuant to §240.14a-12

Cyclacel Pharmaceuticals, 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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| 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.

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M70707-P46542 You are receiving this communication because you hold shares in the company named above. 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. CYCLACEL PHARMACEUTICALS INC. *** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 22, 2014. Meeting Information Meeting Type: Annual Meeting For holders as of: March 26, 2014 Date: May 22, 2014 Time: 10:00 A.M. Location: 200 Connell Drive Suite 1500 Berkeley Heights, NJ, 07922 See the reverse side of this notice to obtain proxy materials and voting instructions.

Before You Vote How to Access the Proxy Materials How To Vote Please Choose One of the Following Voting Methods 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 7, 2014 to facilitate timely delivery. How to View Online: Have the information that is printed in the box marked by the arrow (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 (located on the following page) in the subject line. 1. LETTER TO STOCKHOLDERS 2. NOTICE AND PROXY STATEMENT 3. ANNUAL REPORT ☐ XXXX XXXX XXXX ☐ XXXX XXXX XXXX M70708-P46542 Proxy Materials Available to VIEW or RECEIVE: Vote In Person: If you choose to vote these shares in person at the meeting, you must request a "legal proxy." To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many stockholder 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. 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 (located on the following page) 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 voting instruction form. ☐ XXXX XXXX XXXX

Voting Items M70709-P46542 2. Ratify the appointment of McGladrey LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 NOTE: The Company will transact any other business that may properly be presented before the annual meeting or at any adjournment or postponement thereof. These items of business are more fully described in the Proxy Statement. The record date for the annual meeting is March 26, 2014. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. To vote now by Internet, go to www.proxyvote.com. 01) Spiro Rombotis 02) Dr. David U'Prichard 1. Election of class 2 Directors The Annual Meeting of Stockholders of Cyclacel Pharmaceuticals, Inc. to be held at 10:00 A.M. E.D.T. on May 22, 2014 at 200 Connell Drive, Suite 1500, Berkeley Heights, NJ 07922, for the following purposes: Nominees The Board of Directors recommends you vote FOR the following: The Board of Directors recommends you vote FOR the following proposal: FOR HOLDERS OF COMMON STOCK:

Voting Items M70710-P46542 Election of Director Nominee NOTE: The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If any other matters properly come before the meeting, the persons named in this proxy will vote in their discretion. 1. Lloyd Sems These items of business are more fully described in the Proxy Statement. The record date for the annual meeting is March 26, 2014. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. To vote now by Internet, go to www.proxyvote.com. The Annual Meeting of Stockholders of Cyclacel Pharmaceuticals, Inc. to be held at 10:00 A.M. E.D.T. on May 22, 2014 at 200 Connell Drive, Suite 1500, Berkeley Heights, NJ 07922, for the following purposes: The Board of Directors does not have a recommendation for voting on the following: FOR HOLDERS OF PREFERRED STOCK:

M70711-P46542 Voting Instructions