UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A/A
(Amendment No.  1)
 
(Rule 14a-101)
 
INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
 
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Definitive Proxy Statement
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INFORMATION ANALYSIS INCORPORATED
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AMENDED IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
for the Annual Meeting of Shareholders
 
 
DATE:
Tuesday, June 12, 2012
 
TIME:
at 10:00 a.m. (local time)
 
LOCATION:
11240 Waples Mill Road, Suite 201, Fairfax, Virginia 22030
     
HOW TO REQUEST PAPER COPIES OF OUR MATERIALS
PHONE:
Call toll free
1-866-752-8683
FAX:
Send this card to
202-521-3464
INTERNET:
https://www.iproxydirect.com/IAIC
and follow the on-screen instructions.
EMAIL:
proxy@iproxydirect.com.
Include your Control ID in your email.
 
This communication represents a notice to access a more complete set of proxy materials available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement is available at: https://www.iproxydirect.com/IAIC
 
If you want to receive a paper copy of the proxy materials you must request one. There is no charge to you for requesting a copy.  To facilitate timely delivery please make the request, as instructed above, prior to June 1, 2012.
 
 
you may enter your voting instructions at https://www.iproxydirect.com/IAIC
 until 11:59 pm eastern time June 11, 2012.
 
 
The purposes of this meeting are as follows:
 
  
 
1. To elect four directors to serve terms expiring at the 2013 Annual Meeting.
2. To ratify the appointment of Reznick Group, P.C. an independent registered public accounting firm, as the company’s independent registered public accountants for the fiscal year ending December 31, 2012.
3. to approve an amendment to the 2006 Stock Incentive Plan to increase the number of shares of common stock that may be issued pursuant to the plan by 1,000,000 shares.
4. to consider any other business that is properly presented at the meeting.
  
Pursuant to new Securities and Exchange Commission rules, you are receiving this Notice that the proxy materials for the Annual meeting are available on the Internet.
Follow the instructions above to view the materials and vote or request printed copies.
Only shareholders of record at the close of business on April 23, 2012 (the “Record Date”) are entitled to notice and to vote at the Annual Meeting and any adjournments or postponements thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL NOMINEES IN PROPOSAL 1
   AND “FOR” PROPOSAL 2, AND 3.
 
Please note – This is not a Proxy Card - you cannot vote by returning this card

 
 
 
 
 
 
 
 
 
 
 
 
THIS IS AN AMENDED IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS.  THE FOLLOWING HAS BEEN AMENDED:  TO RECEIVE A PAPER COPY OF THE PROXY MATERIALS, PLEASE MAKE YOUR REQUEST PRIOR TO JUNE 1, 2012; AND THE DATE BY WHICH YOU MAY ENTER YOUR VOTING INSTRUCTIONS AT HTTPS://IPROXYDIRECT/IAIC IS 11:59 PM EASTERN TIME JUNE 11, 2012.