Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )



Filed by the Registrant  ☒                             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
Definitive Additional Materials
Soliciting Material Pursuant to Section 240.14a-12

Aerie 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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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on June 07, 2018




Meeting Information



Meeting Type: Annual Meeting



For holders as of: April 12, 2018



Date: June 07, 2018            Time: 8:00 AM EDT



Location: The St. Regis New York



     Two East 55th Street



     New York, New York 10022






4301 Emperor Boulevard, Suite 400

Durham, NC 27703


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. Annual Report (including the Form 10-K)        2. 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:



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 May 24, 2018 to facilitate timely delivery.



—  How To Vote  —

Please Choose One of the Following Voting Methods


  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 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 proxy card.






Voting items   

The Board of Directors recommends you vote

FOR ALL for the following proposal:


1. Election of Directors



01 M. Du Toit                 02    M. Goldberg

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


2. To approve the amendment and restatement of the Aerie Pharmaceuticals, Inc. Amended and Restated Omnibus Incentive Plan as the Aerie Pharmaceuticals, Inc. Second Amended and Restated Omnibus Incentive Plan to increase the number of shares issuable under the plan by 4,500,000.


3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.


4. To approve, by a non-binding vote, the compensation of our named executive officers (“say-on-pay”).

The Board of Directors recommends you vote for 1 YEAR on the following proposal:


5. To approve, by a non-binding vote, to hold a say-on-pay vote every one year, every two years or every three years.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.