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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Filed
by Registrant x
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Filed
by Party other than Registrant o
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Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission
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Only
(as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Materials Pursuant to §240.14a-12
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interCLICK,
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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Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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):
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$_____
per share as determined under Rule 0-11 under the Exchange
Act.
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing
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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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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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April 26,
2010
To the
Shareholders of interCLICK,
As Chief
Executive Officer of interCLICK, Inc., I am excited to invite our shareholders
to interCLICK’s 2010 annual meeting. The meeting will be held at
10:00 A.M. on June 11, 2010 at the offices of interCLICK at 11 West 19th Street,
10th
Floor, New York, NY 10011. We will be electing our Board of Directors,
seeking approval to increase the shares available for grant under our equity
incentive plan and ratifying the re-appointment of J.H. Cohn, LLP as our
independent auditors.
Our Board
of Directors has unanimously recommended that shareholders vote “For” these
proposals. We believe in aligning the interest of employees with that
of public shareholders, which the amended equity incentive plan would allow us
to do. Granting multi-year stock options also helps us to continue to
attract and retain highly talented employees. This is especially
important as we build on our success in a market that is very competitive among
high-growth software and technology businesses.
Therefore,
it is imperative that you vote your shares in favor of the proposals on the
furnished notice of annual meeting and on the proxy card. If you are
unable to attend the meeting, please fill out the proxy card and follow the
instructions on how to submit your vote.
Thank you for your continued loyalty to
interCLICK.
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Sincerely,
 Michael
Mathews
Chief
Executive Officer
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