E.DIGITAL CORPORATION
16770 West Bernardo Drive, San Diego, California 92127
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held November 19, 2009
TO THE STOCKHOLDERS OF
E.DIGITAL CORPORATION
Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of e.Digital Corporation, a Delaware corporation (the “Company”), will be held at the offices of the Company, located at 16770 West Bernardo Drive, San Diego, California 92127, on November 19, 2009, beginning at 2:00 p.m. local time. The Annual Meeting will be held for the following purposes:
1. To elect directors of the Company to serve as directors until the annual meeting of stockholders to be held in 2010, and until such directors’ successor has been duly elected and qualified or until such directors have otherwise ceased to serve as directors.
2. To ratify the appointment of SingerLewak LLP as independent accountants for the Company for the fiscal year ending March 31, 2010.
3. To transact such other business as may properly come before the meeting or any postponements or adjournments thereof.
The Board of Directors has fixed October 2, 2009 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any postponements or adjournments thereof, and only stockholders of record at the close of business on that date are entitled to such notice and to vote at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available at the offices of the Company for ten (10) days prior to the Annual Meeting.
We hope that you will use this opportunity to take an active part in the affairs of the Company by voting on the business to come before the Annual Meeting either by executing and returning the enclosed Proxy Card or by casting your vote in person at the Annual Meeting.
STOCKHOLDERS UNABLE TO ATTEND THE ANNUAL MEETING IN PERSON ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. A STAMPED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. IF A STOCKHOLDER RECEIVES MORE THAN ONE PROXY CARD BECAUSE HE OR SHE OWNS SHARES REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY CARD SHOULD BE COMPLETED AND RETURNED.
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By Order of the Board of Directors
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/s/ ROBERT PUTNAM
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Robert Putnam
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Secretary
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San Diego, California
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Telephone - (858) 304-3016
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October 5, 2009
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Facsimile - (858) 304-3023
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TABLE OF CONTENTS
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Page
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PROXY STATEMENT
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1
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RECORD DATE AND VOTING
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1
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ELECTION OF DIRECTORS (Proposal One)
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2
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CORPORATE GOVERNANCE
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4
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RATIFICATION OF INDEPENDENT AUDITOR (Proposal Two)
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6
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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8
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EQUITY COMPENSATION PLAN INFORMATION
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11
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EXECUTIVE COMPENSATION
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12
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AUDIT COMMITTEE REPORT
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16
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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17
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COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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18
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DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2010 ANNUAL MEETING
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19
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OTHER BUSINESS OF THE ANNUAL MEETING
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19
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MISCELLANEOUS
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19
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