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Sunday, 04/26/2009 2:47:08 PM

Sunday, April 26, 2009 2:47:08 PM

Post# of 147
Proxy Statement - Notice of Shareholders Meeting (preliminary) (PRE 14A)
Date : 04/03/2009 @ 5:15PM
Source : Edgar (US Regulatory)
Stock : (MIC)
Quote : 2.37 -0.04 (-1.66%) @ 8:00PM

Free Annual Company Report
- Proxy Statement - Notice of Shareholders Meeting (preliminary) (PRE 14A)





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. )


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

Check the appropriate box:

x Preliminary Proxy Statement
o Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12

MACQUARIE INFRASTRUCTURE COMPANY LLC
(Name of Registrant as Specified in Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x 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:




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TABLE OF CONTENTS



MACQUARIE INFRASTRUCTURE COMPANY LLC
April [ ], 2009

Dear Shareholder:

You are cordially invited to attend our Annual Meeting of Shareholders, which will be held on Thursday, June 4, 2009 at 11:00 a.m., at the Hilton New York, 1335 Avenue of the Americas, New York, New York 10019.


The following pages contain the formal Notice of the Annual Meeting and our proxy statement. The proxy statement contains important information about the Annual Meeting, the proposals we will consider and how you can vote your LLC interests. Please review this material for information concerning the business to be conducted at the meeting and the nominees for election as directors.


Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we encourage you to promptly vote and submit your proxy by telephone or by Internet or by completing, signing, dating and returning the enclosed proxy card. This will help us ensure that your vote is represented at the Annual Meeting.


On behalf of the board of directors and the management of Macquarie Infrastructure Company, I extend our appreciation for your investment in Macquarie Infrastructure Company.


Sincerely,

John Roberts
Chairman of the Board of Directors


--------------------------------------------------------------------------------

TABLE OF CONTENTS



MACQUARIE INFRASTRUCTURE COMPANY LLC
April [ ], 2009



NOTICE OF 2009 ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Thursday, June 4, 2009
Macquarie Infrastructure Company’s 2009 Annual Meeting of Shareholders will be held on Thursday, June 4, 2009 at 11:00 a.m., at the Hilton New York, 1335 Avenue of the Americas, New York, New York 10019. At the Annual Meeting, we will discuss, and you will vote on, the following proposals:

• the election of independent directors to our board of directors to serve for a one-year term;
• the ratification of the selection of KPMG LLP as our independent auditor for the fiscal year ending December 31, 2009; and
• the approval of Amendment No. 2 to our Amended and Restated Management Services Agreement, dated as of June 22, 2007 and effective as of June 25, 2007 (as amended by Amendment No. 1 thereto, dated as of February 7, 2008).



These matters are more fully described in the enclosed proxy statement. The board of directors recommends that you vote FOR the election of directors, the ratification of the independent auditor and the approval of Amendment No. 2 to our Amended and Restated Management Services Agreement.


Only shareholders of record at the close of business on April 7, 2009 will be entitled to notice of, and to vote at, the Annual Meeting and at any subsequent adjournments or postponements. The share register will not be closed between the record date and the date of the Annual Meeting. A list of shareholders entitled to vote at the Annual Meeting is available for inspection at our principal executive offices at 125 West 55 th Street, New York, New York 10019.


You will be required to bring certain documents with you to be admitted to the Annual Meeting. Please read carefully the sections in the proxy statement on attending and voting at the Annual Meeting to ensure that you comply with these requirements.


Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be Held on June 4, 2009:
The proxy statement and our 2008 annual report are available on our web site at
www.macquarie.com/mic under “Investor Center/Reports and Presentations”
Sincerely,

Heidi Mortensen
General Counsel and Secretary


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