UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 MISSION WEST PROPERTIES, INC. (Name of Registrant as Specified In Its Charter) ------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] 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 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: [ ] Fee paid previously with preliminary materials [ ] 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: MISSION WEST PROPERTIES, INC. ------------------ ------------------------ SOLICITED BY THE BOARD OF DIRECTORS FOR THE 2008 ANNUAL STOCKHOLDERS' MEETING The undersigned hereby appoints Carl E. Berg and Raymond V. Marino, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote all shares of common stock of Mission West Properties, Inc. (the "Company") held of record by the undersigned in favor of each proposal designated on this Proxy Card and to vote the shares of the undersigned in their discretion with respect to other matters that properly come before the 2008 Annual Stockholders' Meeting (the "Annual Meeting") to be held on May 22, 2008 and any adjournment of the Annual Meeting. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES IN PROPOSAL 1 AND FOR PROPOSAL 2. PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED IF MAILED IN THE UNITED STATES. -------------------------------------------------------------------------------- DETACH HERE [X] Please mark vote as in this example 1. Election of Directors 2. Ratify the selection of Burr, Pilger & Mayer, LLP as our Nominees: 01 Carl E. Berg 02 William A. Hasler independent registered public accounting firm for the 03 Lawrence B. Helzel 04 Raymond V. Marino fiscal year ending December 31, 2008. 05 Martin S. Roher FOR AGAINST ABSTAIN [ ] [ ] [ ] [ ] Vote FOR [ ] Vote WITHHELD all nominees from all nominees (except as marked) Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided below. ____________________________________________________ | | |____________________________________________________| MARK HERE FOR ---------------------------------------------------- ADDRESS CHANGE [ ] Name AND NOTE AT LEFT ---------------------------------------------------- Street Address Please sign exactly as name appears hereon. Joint owners should each sign. Executors, administrators, trustees, guardians or other fiduciaries should give full title as ---------------------------------------------------- such. If signing for a corporation or other entity, please City State Country Zip Code sign in full corporate or other entity name by a duly authorized officer. [ ] Please check here if you plan to attend the 2008 Annual Stockholders' Meeting. Signature:______________________________ Date:_____________ Signature:______________________________ Date:_____________