Edgar Filing: Express Scripts Holding Co.

Vote In Person: 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. 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 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.

Definitive additional materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

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 ¨

Check the appropriate box:


¨	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

Express Scripts Holding Company
(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)(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:




¨	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.

	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 30, 2012.


EXPRESS SCRIPTS HOLDING COMPANY	Meeting Information
	Meeting Type:	Annual Meeting
	For holders as of:	April 11, 2012
	Date: May 30, 2012	Time: 8:00 a.m., CDT
	Location: The Company’s facility
	One Express Way
	Saint Louis, Missouri 63121


EXPRESS SCRIPTS HOLDING COMPANY ONE EXPRESS WAY SAINT LOUIS, MO 63121				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.

LOGO

See the reverse side of this notice to obtain

proxy materials and voting instructions.

How to Access the Proxy Materials


								Proxy Materials Available to VIEW or RECEIVE:
								NOTICE AND PROXY STATEMENT ANNUAL REPORT 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. 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 16, 2012 to facilitate timely delivery.

Please Choose One of the Following Voting Methods


		Voting Items
		The Board of Directors recommends you vote FOR the following nominees :						The Board of Directors recommends you vote FOR the following proposals:

		1. Election of Directors Nominees:						2. To ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accountants for the Company’s current fiscal year.

		1a. Gary G. Benanav						3. To approve, by non-binding vote, executive compensation.

		1b. Maura C. Breen						The Board of Directors recommends you vote AGAINST the following proposals:

		1c. William J. DeLaney						4. Stockholder proposal regarding report on political contributions.

		1d. Nicholas J. LaHowchic						5. Stockholder proposal regarding stockholder action by written consent.

		1e. Thomas P. Mac Mahon

		1f. Frank Mergenthaler

		1g. Woodrow A. Myers, Jr., MD

		1h. John O. Parker, Jr.

		1i. George Paz

		1j. Myrtle S. Potter

		1k. William L. Roper, MD, MPH

		1l. Samuel K. Skinner

		1m. Seymour Sternberg

LOGO