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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

SCHEDULE 14A INFORMATION

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

Filed by the Registrant   þ
Filed by a Party other than the Registrant   o

Check the appropriate box:

o Preliminary Proxy Statement
o  Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2))
o  Definitive Proxy Statement
þ  Definitive Additional Materials
o  Soliciting Material under Rule 14a-12

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

(1)  Title of each class of securities to which transaction applies:
(2)  Aggregate number of securities to which transaction applies:
(3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)  Proposed maximum aggregate value of transaction:
(5)  Total fee paid:

o  Fee paid previously with preliminary materials.
 
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.

(1)  Amount Previously Paid:
(2)  Form, Schedule or Registration Statement No.: 
(3)  Filing Party: 
(4)  Date Filed:
 
 
 
 

AMBIENT CORPORATION
CONTROL ID:
  
REQUEST ID:
  
 
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
for the Annual Meeting of Stockholders
 
 
DATE:
JUNE 6, 2013
 
TIME:
AT 10:00 AM (LOCAL TIME)
 
LOCATION:
85 WELLS AVENUE, FIRST FLOOR AUDITORIUM, NEWTON, MA 02459
     
HOW TO REQUEST PAPER COPIES OF OUR MATERIALS
PHONE:
Call toll free
1-866-752-8683
FAX:
Send this card to
202-521-3464
INTERNET:
https://www.iproxydirect.com/AMBT
and follow the on-screen instructions.
EMAIL:
proxy@iproxydirect.com.
Include your Control ID in your email.
 
 
This communication represents a notice to access a more complete set of proxy materials available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement is available at: https://www.iproxydirect.com/AMBT
 
If you want to receive a paper copy of the proxy materials you must request one. There is no charge to you for requesting a copy.  To facilitate timely delivery please make the request, as instructed above, By May 23, 2013.
 
 
you may enter your voting instructions at https://www.iproxydirect.com /AMBT
until 11:59 pm eastern time June 5, 2013.
 
 
The purposes of this meeting are as follows:
 
  
 
1.    Elect six directors of the Company to hold office until their respective successors shall have been duly elected and qualified;
 
2.    Approve, in a nonbinding advisory vote, the compensation of the Company’s named executive officers;
 
3.    Determine, in a nonbinding advisory vote, the frequency of the non-binding resolution to approve the compensation of our named executive officers every year, every two years or every three years; and
 
4.    Transact such other business as may properly come before the Annual Meeting and any adjournment(s) thereof    
  
 
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” PROPOSALS 1 & 2 ABOVE.

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “EVERY THREE YEARS” FOR PROPOSAL 3 ABOVE
 
THE BOARD OF DIRECTORS HAS FIXED THE CLOSE OF BUSINESS ON APRIL 19, 2013 AS THE RECORD DATE FOR DETERMINING THE STOCKHOLDERS THAT ARE ENTITLED TO NOTICE OF AND TO VOTE AT THE 2013 ANNUAL MEETING AND ANY ADJOURNMENTS THEREOF.
 
 
 
Please note – This is not a Proxy Card - you cannot vote by returning this card


 
 
 
 
Ambient Corporation
SHAREHOLDER SERVICES
500 Perimeter Park Drive Suite D
Morrisville NC 27560
  
FIRST-CLASS MAIL
US POSTAGE
PAID
CARY NC
PERMIT # 869
 
 

 




TIME SENSITIVE SHAREHOLDER INFORMATION ENCLOSED

















IMPORTANT SHAREHOLDER INFORMATION

YOUR VOTE IS IMPORTANT