Definitive Additional Materials



Washington, D.C. 20549


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   ¨

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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     
þ    Definitive Additional Materials     
¨    Soliciting Material Pursuant to §240.14a-12     

VeriFone Systems, Inc.



(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)(4) 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 June 27, 2012



Meeting Information            


           Meeting Type:   Annual Meeting    
   VERIFONE SYSTEMS, INC.         For holders as of:   May 04, 2012    


Date:  June 27, 2012



Time: 9:15 AM PDT



Location:   VeriFone Systems, Inc.


  2099 Gateway Place, Suite 600


  San Jose, CA 95110




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. 2011 Annual Report     2. 2012 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 June 13, 2012 to facilitate timely delivery.




How To Vote  


Please Choose One of the Following Voting Methods







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 or request a paper copy of the materials, which will contain the appropriate instructions. 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.


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 voting instruction form.




Voting items


The Board of Directors recommends that you


vote FOR the following:


  1.   Election of Directors                    
  01   Robert W. Alspaugh    02   Douglas G. Bergeron    03    Dr. Leslie G. Denend    04    Alex W. Hart    05    Robert B. Henske
  06   Richard A. McGinn    07   Eitan Raff    08    Jeffrey E. Stiefler            


The Board of Directors recommends you vote FOR the following proposal(s):



To hold an advisory vote on compensation of our named executive officers.


To ratify the selection of Ernst & Young LLP as VeriFone’s independent registered public accounting firm for our fiscal year ending October 31, 2012.




Such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.









  Voting Instructions