(RULE 14a-101)




Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant  x                            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 §240.14a-12

American Superconductor Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than Registrant)

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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 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 August 01, 2014




Meeting Information



Meeting Type:   Annual Meeting


For holders as of:  June 09, 2014



Date:  August 01, 2014       Time: 8:30 AM EDT



Location:      American Superconductor Corp.


                       64 Jackson Road


                        Devens, MA 01434






DEVENS, MA 01434-4020



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.

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  Before You Vote 


How to Access the Proxy Materials



Proxy Materials Available to VIEW or RECEIVE:



1. Notice & Proxy Statement     2. Annual Report


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 July 20, 2014 to facilitate timely delivery.






  How To Vote 


Please Choose One of the Following Voting Methods



Vote In Person: 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. 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.



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            Voting items                              

The Board of Directors recommends you vote

FOR the following:


1.      Election of Directors




01     Vikram S. Budhraja        02  Richard Drouin      03  Pamela F. Lenehan    04  Daniel P. McGahn    05  David R. Oliver, Jr.

06     John B. Vander Sande    07  John W. Wood, Jr.

The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5.


2.      To approve amendments to AMSC’s 2007 Stock Incentive Plan to add 7,000,000 shares to the total number of shares available for issuance under the plan, to decrease the existing fungible share ratio for future awards, to re-approve performance goals for purposes of Section 162(m) of the Internal Revenue Code, and to extend the term of such plan.

3.      To approve amendments to AMSC’s 2007 Director Stock Plan to add 500,000 shares to the total number of shares available for issuance under the plan and to extend the term of such plan.

4.      To ratify the selection by the Audit Committee of the Board of Directors of McGladrey LLP as AMSC’s independent registered public accounting firm for the current fiscal year.

5.      To approve, on an advisory basis, the compensation of AMSC’s named executive officers.

NOTE: To transact such other business as may properly come before the annual meeting or any continuation, postponement or adjournment thereof.

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