SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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¨		Definitive Proxy Statement
x		Definitive Additional Materials
¨		Soliciting Material Pursuant to § 240.14a-12
CAVIUM NETWORKS, 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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CAVIUM NETWORKS, INC.

805 EAST MIDDLEFIELD ROAD

MOUNTAIN VIEW, CA 94043

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 3, 2011

Dear Stockholder:

This filing supplements our 2011 Proxy Statement on Schedule 14A (the “Proxy Statement”) sent to you in connection with the Cavium Networks, Inc. 2011 Annual Meeting of Stockholders. After the filing and mailing of the Proxy Statement, it came to our attention that, as a result of an administrative error, the fair value of the grants of restricted stock units (“RSUs”) in 2010 to each of our named executive officers, as reflected in the “Grants of Plan-Based Awards” table immediately following the Summary Compensation Table, had been inadvertently omitted from the Summary Compensation Table. The Summary Compensation Table, as corrected to include the fair value of the grants of RSUs, is attached hereto.

 

Mountain View, California

May 20, 2011

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SUMMARY COMPENSATION TABLE

The following table shows for the fiscal years ended December 31, 2010, 2009 and 2008, compensation awarded to, paid to or earned by Cavium’s Chief Executive Officer, Chief Financial Officer, and its three other most highly compensated executive officers as of December 31, 2010, which we refer to as our “named executive officers”:

SUMMARY COMPENSATION TABLE FOR FISCAL 2010

 

Name and Principal Position		Year				Salary ($)				Bonus ($)				Stock Awards ($)(1)				Option Awards ($)(1)				All Other Compensation ($)(2)		Total ($)
Syed B. Ali, President and Chief Executive Officer			2010 2009 2008				278,075 145,160 264,748				—   —   —				1,449,600 —   —				1,751,760 1,607,250 1,236,848			14,798 13,035 14,420			3,494,233 1,765,445 1,516,016
Arthur D. Chadwick, Vice President of Finance and Administration, Chief Financial Officer and Secretary			2010 2009 2008				206,346 153,000 196,557				—   —   —				410,720 —   —				496,332 455,388 353,385			13,253 12,458 11,696			1,126,651 620,846 563,638
Anil K. Jain, Corporate Vice President, IC Engineering			2010 2009 2008				212,808 180,000 228,619				—   —   —				362,400 —   —				437,940 401,813 353,385			10,382 9,189 12,948			1,023,530 591,002 594,952
Rajiv Khemani, Chief Operating Officer			2010 1009 2008				256,534 204,663 228,370				—   —   —				724,800 —   —				875,880 669,688 1,152,207			15,074 12,742 15,638			1,872,288 887,093 1,396,260
Manoj Gujral, Vice President and General Manager of Broadband & Consumer Division			2010				182,277				—				1,803,870				860,178			22,372			2,868,697

 

(1)

The dollar amounts in this column represent the aggregate full grant date fair value calculated in accordance with FASB ASC Topic 718 for stock awards granted during the fiscal years ended December 31, 2010, 2009 and 2008. Stock options are valued using the Black Scholes option valuation model and the assumptions outlined in Note 8 of our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the SEC on February 28, 2011.

(2)	Includes the following payments we paid on behalf of the executives:

 

Name		Year		Health Care Contribution ($)(a)				Insurance Premiums ($)(b)				401k Contributions Made by Cavium ($)				Other ($)								Total ($)
Syed B. Ali		2010			12,375				423				2,000				—								14,798
		2009			11,931				854				250				—								13,035
		2008			11,364				1,056				2,000				—								14,420
Arthur D. Chadwick		2010			12,375				878				—				—								13,253
		2009			11,931				527				—				—								12,458
		2008			11,364				332				—				—								11,696
Anil K. Jain		2010			7,961				421				2,000				—								10,382
		2009			7,675				1,123				391				—								9,189
		2008			9,634				1,314				2,000				—								12,948
Rajiv Khemani		2010			12,375				699				2,000				—								15,074
		2009			11,931				584				227				—								12,742
		2008			11,364				319				2,000				2,000				(c	)			15,683
Manoj Gujral		2010			2,139				233				—				20,000				(d	)			22,372
		2009			—				—				—				—								—
		2008			—				—				—				—								—

 

(a)	Includes medical, dental and vision insurance.

(b)	Includes premiums for life, accidental death and dismemberment, long term disability and short term disability insurance.

(c)	Reflects a bonus awarded for the hiring by Cavium of an individual referred to Cavium by Mr. Khemani.

(d)	Reflects a one-time signing bonus paid following the commencement of Mr. Gujral’s service to Cavium.