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Schedule 14-A disclosure, Fast Filing

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Schedule 14-A disclosure, Fast Filing

  1. 1. SEC Compliance and disclosure- series 12 Schedule 14 A disclosure- fast Filing By Arthur Mboue Research conducted by Arthur Mboue 1
  2. 2. All items in Schedule 14 A Items Names Item1 Date, time and place information Item 2 Revocability of proxy Item 3 Dissenters right of appraisal Item 4 Persons making the solicitation Item 5 Interest of certain persons in matters to be acted upon Item 6 Voting securities and principal holders thereof Item 7 Directors and executive officers Item 8 Compensation of directors and executive officers Item 9 Independent public accountants Item 10 Compensation plans Item 11 Authorization or issuance of securities otherwise than for exchange Item 12 Modification or exchange of securities Item 13 Financial and other information Item 14 Mergers, Consolidation, acquisitions and similar matters Item 15 Acquisition or disposition of property Research conducted by Arthur Mboue 2
  3. 3. All items in Schedule 14-A (next) items names Item 16 Restatement of accounts Item 17 Action with respect to reports Item 18 Matters not required to be submitted Item 19 Amendment of charter, bylaws or other documents Item 20 Other proposed action Item 21 Voting procedures Item 22 Information required in investment company proxy statement Item 23 Delivery of documents to security holders sharing an address Item 24 Shareholder approval of executive compensation Research conducted by Arthur Mboue Pursuant to Rule 14a-6 (b). 8 copies of the Def14, proxy card and all other soliciting material must be filed and mailed with the SEC and sent or given to shareholders. A minimum of 3 copies of the Def 14, proxy card and all other soliciting material must be submitted to each national securities exchange 3
  4. 4. GE Board reporting structure Research conducted by Arthur Mboue 4
  5. 5. Item 1- Date, time and place information Sch 14A (rule 14a-5(e)) requires the following disclosure: • When and where the meeting is being held • When proxy materials are distributes • Shareholder proposal information – Registrant must disclose the date by which the proposal must be received in order to be included in the registrant’s proxy statement – Registrant’s must disclose the date by which the shareholder proposal was be received Research conducted by Arthur Mboue 5
  6. 6. Item 2- Revocability of Proxy • Whether the shareholder returning a proxy has the right to revoke it and if so, the limitations or procedures to follow Research conducted by Arthur Mboue 6
  7. 7. Item 3-Dissenters right appraisal • Indicate any statutory procedures required to be followed by dissenters in order to perfect such rights • Disclose the rights of appraisal or similar rights of dissenters • Disclose where such rights may be exercised • Indicate whether a securities holder failure to vote against a purpose will constitute a waiver of rights Research conducted by Arthur Mboue 7
  8. 8. Item 4- persons making the solicitations Sch 14A (rule 14a-12(e))requires a clear statement that the proxy statement is being make by the registrant including • Disclose the method used (mail or other means) • Disclose the arrangement and estimated costs • Disclose the use of any director of the registrant who has informed the registrant in writing that he or she intends to oppose an action intended to be taken by the registrant at the meeting and a description of the action • If the proxy solicitors are to be used, disclose the material terms of their contract, the anticipated costs, and who is paying the costs Research conducted by Arthur Mboue 8
  9. 9. Item 5- interest of certain persons in matters to be acted upon • Describe any direct or indirect interested parties – Each person who has been a director or executive officer since the beginning of the last FY – Each nominee for election as a director; and – Each associate of such persons • Describe their holding • Discuss their conflict of interest • Furnish under Rule 14a-12(c) Research conducted by Arthur Mboue 9
  10. 10. Item 6- Voting securities and principal holders thereof • Furnish under item 403 • Disclose the number of outstanding shares of each class • Disclose the number of votes per share for each class • Provide the record date for determining the shareholders and share entitled to vote at the meeting • Describe any cumulative voting rights or straight if applicable • Provide a tabular representation of the security ownership information Title of Class (1) Name [and address] of beneficial Owner (2) Amount and Nature of Beneficial Ownership (3) Percent of Class (4) Research conducted by Arthur Mboue 10 • Describe any change of control arrangements
  11. 11. ITEM 7-Directors and Executives (tabular representation) Disclosure requirement of item 7 of schedule 14A Reg S-K item Identification of directors and executive officers* 401(a)-(f); 103 (instruction 4) Independence of directors* 407 (a) Board meetings and committees,. Annual meeting attendance 407 (b) Nominating committee disclosures 407 (c)(1) & (2) Audit committee disclosures • Audit committee charter 407(d)(1) • Non-independence of audit committee members 407(d)(2) • Audit committee report 407(d)(3) • Audit committee disclosures by listed issuers* 407(d)(4) • Audit committee financial expert* 407(d)(5) Compensation committee disclosures 407((e)1), (2)&(3) Security holder communications with directors 407(f) Board leadership structure and role in risk oversight 407(h) Transactions with related persons* 404(a) Review and approval of related person transactions* 404(b) Promoters and control persons* 401(b) Insider trading and reporting* 405 * Part III, 10- Research conducted by Arthur Mboue 11
  12. 12. Item 7- Identification of directors and executive officers • Also Item 10, Part III and item 3 part I • Disclose the names and ages of NEO • Disclose all positions and offices held with the registrant • Describe their business experience for the last five years and the specific experience, qualifications, attributes or skills that led to the conclusion that the individual should serve as a director in light of the company’s business and structure • Explain briefly the nature of the individual’s level’s professional competence • Disclose more than five years Research conducted by Arthur Mboue 12
  13. 13. 13 Item 7-Identification of directors (Individual Director Qualifications) • Disclose current information about the director including – Item 401(e) and (f) – Legal proceedings look back, 10 years – Directorships look back, 5 years – And other legal proceedings-material for election – And individual qualifications • Disclose the name and age of each director/nominee, not as a group and specific and particular experience, qualifications, attributes or skills • Disclose board focus, not committee service, determined as of time of the filing (classified board?) • Disclose if any diversity consideration did apply in the election of director or committee selection • Disclose if whether or not it was no broker discretionary voting in director elections – Broker non votes (NYSE Rule 454) – Director proxy access by shareholders (Rule 14a-11) Research conducted by Arthur Mboue
  14. 14. Item 7- Independence of Director • Also Part III, item 13 • Identify directors who are independent under applicable standards • Identify members of the compensation, nominating and/or audit committees who are not independent under applicable standards • Provide the required disclosure for all directors • Describe for each director and nominee who is independent, any transaction, relationship or arrangement that was considered by the BoD in determining that the director or nominee was independent but was not disclosed pursuant to item 12 of Form 10-K Research conducted by Arthur Mboue 14
  15. 15. Item 7- board meetings and committees: annual meeting attendance • Provide information concerning board and committee meetings and attendance and annual meeting attendance, and the company’s policy, if any • Provide any director attendance at annual meeting Research conducted by Arthur Mboue 15
  16. 16. Item 7-nominating committee disclosures • Provide information concerning the nominating committee existence or the basis for the company not having a nominating committee • Provide nominating committee written charter and related disclosure • Provide policy regarding security holder • Provide recommendations or the basis for the company not having such a policy • Provide procedures, if any, for submitting candidates • Provide minimum qualifications; necessary qualifies and skills • Provide the committee’s processes for identifying and evaluating director nominees • Provide categories of persons who recommended any nominee other than nominees who are executive officers or directors standing for reelection • Provide the function performed by 3rd parties who were compensated for identifying or evaluating potential nominees • Provide certain nominee recommended by +5% security holders • Disclose whether the nominating committee or board of directors considers diversity in director nominating • Disclose whether a current copy of the nominating committee charter is available to security holders on the company’s website (provide the company’s website address)Research conducted by Arthur Mboue 16
  17. 17. Item 7- audit committee charter, non- independence and committee report • Disclose whether or not the audit committee has a charter • Disclose whether a current copy of the audit committee charter is available to shareholders on the company website or include it in an appendix to the company’s proxy statement • Provide the appointment of a committee member who was not independent under applicable standards and specified related disclosure • Indicate if the audit committee did take specified actions concerning the company’s financial statements • Indicate the name of each audit committee member that must appear below the required disclosures Research conducted by Arthur Mboue 17
  18. 18. Item 7- audit committee disclosures by listed issuers • State whether or not the company has a separately designated audit committee or a committee performing similar functions • Identify each members Research conducted by Arthur Mboue 18
  19. 19. Item 7-audit committee financial expert • Disclose whether or not the Board of Directors has determined that it has at least one ‘audit committee financial expert’ • Disclose the name of that expert and whether or not he or she is independent under applicable listing standards • Disclose this information for more than one audit committee member, if applicable Research conducted by Arthur Mboue 19
  20. 20. Item 7-compensation committee disclosures • Disclose if the company does or does not have a standing compensation committee • State the basis for not have that committee • Identify each director who participates in determining executive officer and director compensation • Disclose whether or not the compensation committee has a charter • Describe the company’s processes and procedures for consideration and determination of executive officer and director compensation including the scope of the committee’s authority, the extent to which its authority may be delegated to others, any role of executive officers in recommending or determining amounts or forms of executive or director compensation, and any role of consultants Research conducted by Arthur Mboue 20
  21. 21. Item 7-security holder communications with directors • Disclose whether the company’s BoD has established a process for shareholders to send communications to the BoD, and if not the basis for not having such a process • Disclose the process for shareholders communications to the board • Describe the company’s process for determining which communications will be transmitted to board members, if any • Disclose if the process for shareholder communications is available on a company website • Disclose the process for collecting and organizing shareholder communications Research conducted by Arthur Mboue 21
  22. 22. 22 Item 7- Board Leadership Structure and risk oversight • Item 407(h) • Disclose the board leadership structure and state whether CEO and Chairman positions are combined or not • Disclose why this chosen structure is appropriate for your company • Disclose the existence of lead independent director and its role, if CEO and Chairman positions are combined • Disclose how company perceives role of board and senior management in managing material risks • Disclose manner in which board administers oversight • Disclose structure of risk oversight • Disclose the effect the oversight function has on leadership structure • Disclose the process used Research conducted by Arthur Mboue
  23. 23. Item 7-transactions with related persons • Disclose transactions and relationships with any person who was a related person at any time since the beginning of the last fiscal year • Disclose the company’s policies and procedures for review and approval of such transactions and relationship Research conducted by Arthur Mboue 23
  24. 24. Item 7-review and approval of related person transactions • Disclose transactions and relationships with any person who was a related person at any time since the beginning of the last fiscal year • Disclose the company’s policies and procedures for review and approval of such transactions and relationship Research conducted by Arthur Mboue 24
  25. 25. Item 7-promoters and control persons Item 401(g) of Reg S-K requires registrants that have not been subject to the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act of the 12 months immediately prior to the filing of annual report to • Identify any promoter for the last 5 years • Describe the nature of his/her involvement • Provide any legal proceedings that occurred during the past 10 years to the extent material to a voting or investment decision • Provide the same information with respect to any control person Research conducted by Arthur Mboue 25
  26. 26. Item 7-insider trading and reporting • Disclose information concerning late filings by Section 16 filers (Form 4 and 5) • Disclose information about failure to file Form 5 Research conducted by Arthur Mboue 26
  27. 27. Item 8-Compensation of directors and executive officers Disclosure requirements of item 8 Reg S-K Compensation discussion analysis 402 (b) Summary compensation table 402(c) Grants of plan based awards table 402(d) Narrative disclosures to the SCT and grants of plan based awards table 402(e) Outstanding equity awards at fiscal year end table 402(f) Option exercises and stock vested table 402(g) Pension benefits table 402(h) Nonqualified deferred compensation table 402(i) Potential post employment or change in control payments 402(j) Director compensation table 402(k) Disclosure of registrants compensation policies and practices for risk management 402 (s) Golden parachute compensation 402(t) Board compensation committee report on executive compensation 407(e)(5) Disclosure of compensation committee interlocks and insider participation 407(e)(4) PS: all PART III, Item 11 Research conducted by Arthur Mboue 27
  28. 28. Item 8- CDA • Discuss the design, objectives and implementation of the registrant’s compensation programs including risk analysis and appropriate controls (inventive to excel) • Discuss the reason of the design of the reward • Disclose the element of compensation • Provide the reason the registrant did choose to pay each element • Provide how the registrant did determine the amount • Disclose how do each element and the registrant’s decisions about that element fit into the registrant’s overall compensation objectives and affect decisions about other elements • Disclose whether or not the registrant has considered the results of the previous shareholder say-on-pay votes in determining compensation policies Research conducted by Arthur Mboue 28
  29. 29. Item 8- CDA guidelines Research conducted by Arthur Mboue 29 Tabular representation GE strategy
  30. 30. 30 Item 8- CDA Compensation Risk Assessment • Provide narrative disclosure of risks arising from compensation practices with possible material adverse effect on the company • Disclose the company’s risk assessment or incentive considerations in structuring the policies and practices or in awarding or paying the compensation • Provide mitigating factors such as claw-backs or holding period requirements • Provide policies regarding adjustments to compensation policies and material adjustments made • Discuss the extent to which the company monitors its compensation program to determine whether its risk objectives are met Research conducted by Arthur Mboue
  31. 31. Item 8-Summary compensation table Research conducted by Arthur Mboue 31 • Provide a footnote disclosure of the receipt of non cash compensation in lieu of salary or bonus and value of performance awards • Discuss stock, option or non-equity incentive plan award to NEO • Disclose the aggregate grant date fair value of stock and options awards granted during the year • Disclose the value of performance awards completed based upon the probable outcome of the performance conditions
  32. 32. Item 8-Grants of plan based awards Research conducted by Arthur Mboue 32 • Provide a footnote disclosure of the methodology defined in the appropriate plan for determining exercise or base price. • Disclose the future payout and value of the performance awards
  33. 33. Item 8- narrative disclosures to the SCT and grant based • Describe any material factors necessary to provide an understanding of the information disclosed in the tables • Disclose which factors would result in competitive harm of the company • Discuss how difficult or likely it will be for the executive or registrant to achieve the undisclosed target levels or other factors • Discuss each repricing or any other material modifications • Describe award terms, vesting schedule and other material conditions • Explain the amount of salary and bonus in proportion to total compensation Research conducted by Arthur Mboue 33
  34. 34. Item 8- Outstanding equity awards at fiscal year- end Research conducted by Arthur Mboue 34 • Provide a foot note disclosure identifying any award that has been transferred other than for value or the nature of transfer • Disclose a representative amount based on the previous fiscal year’s performance • Disclose change in amount reported for equity awards in Summary Compensation and Director Compensation tables
  35. 35. Item 8-Option exercised and stock vested Research conducted by Arthur Mboue 35 • Provide a footnote disclosure quantifying the amount deferred. Also disclose the terms of the deferral
  36. 36. Item 8- Pension Benefits Research conducted by Arthur Mboue 36 • Provide a footnote disclosure quantifying any resulting benefit augmentation • Disclose the material terms and conditions • Disclose material terms and conditions of payments and benefits available under the plan • Describe the plan’s early retirement benefit formula and eligibility standards • Disclose the specific elements of compensation in computing the retirement benefit and identify each such element • Disclose the names of NEO participating in multiple plans • Disclose the registrant’s policies with regard to such matters as granting extra years of credited service
  37. 37. Item 8- Nonqualified deferred compensation Research conducted by Arthur Mboue 37 • Provide the deferral of compensation to any NEO on a basis that is not tax qualified • Disclose the types of compensation permitted to be deferred and any limitations on the extent to which compensation may be deferred • Disclose the measures and provisions for calculating interest or other plan earnings • Disclose material terms with respect to payouts, withdrawals and other distributions from such plans and arrangements
  38. 38. Item 8-Director compensation table Research conducted by Arthur Mboue 38 • Provide a footnote disclosure of the receipt of non cash compensation in lieu of cash and the grant date fair value and value of the performance awards • Provide a footnote disclosure of a each director, most recent FY, any forfeitures of previous stock awards or option awards and the aggregate shares under stock awards and the aggregate shares underlying option awards, which were outstanding at fiscal year
  39. 39. Item 8- disclosure of registrant compensation policies & practices for risk management • Disclose general design philosophy of the company’s compensation policies and practices for employees whose behavior would be most affected by the incentive established by the policies and practices • Disclose the company’s risk assessment or incentive policies and practices in structuring its compensation • Describe how the company’s compensation policies and practices relate to the realization of risks resulting from the actions of employees in both the short term and the long term • Describe the company’s policies regarding adjustments to its compensation policies and practices to address charges in its risk profile • Discuss the extent to which the compensation committee and management monitor its compensation policies and practices to determine whether its risk management objectives are being met with respect to incentivizing its employees Research conducted by Arthur Mboue 39
  40. 40. Item 8- board compensation committee report on executive compensation • Shared Compensation Consultant – If the board engages a compensation consultant to provide executive compensation services and such compensation consultant also provides non executive compensation services exceeding $120,000 during the company’s fiscal year • Disclose the aggregate fees paid for executive compensation services • Disclose the aggregate fees paid for non-executive compensation services • Disclose when the compensation committee approved the non-executive compensation services Research conducted by Arthur Mboue 40
  41. 41. 41 Item 8- Compensation Consultant • Disclose fees paid to compensation consultant and potential conflicts of interest • if board has not engaged its own consultant but the company has engaged its own consultant who received more than $120,000 during the FYE, – disclose fees paid for board and non-board services – Disclose whether decision to engage consultant (or its affiliates) for additional services to the company was made or recommended by management – Disclose whether board or committee approved the other services provided to the company • Separate compensation consultants – If the board and the company have each engaged their own compensation consultant, then no disclosure is required under item 407((e)3)(iii) Research conducted by Arthur Mboue
  42. 42. Item 8-disclosure of compensation committee interlocks and insider participation • Identify each person who served as a member of the compensation committee, his age of service and any relationship (company officer, former officer) and/or participated in deliberations of the registrant’s BoD concerning executive compensation • Disclose whether the committee has reviewed and discussed the CDA • Disclose names of each member of the registrant compensation committee signing this report • Disclose an executive officer of company A who is the member of the compensation committee of the company A, and executive officer of the company B who is a member of the compensation committee of company A • Disclose an executive officer of company A who is a director of company B, and an executive officer of company of company B who is a member of compensation committee of company A • Disclose an executive officer of company A who is a member of compensation of company B and an executive officer of company B who is a director of company A Research conducted by Arthur Mboue 42
  43. 43. Item 9-disclosures about independent auditor under item 304• Former auditor: • Disclose whether and on what date the former auditor resigned, declined to stand for re-election or was dismissed • Disclose whether the former auditor’s report on the financial statements for either of the past 2 years • Disclose who did recommend and approve this decision to change auditors • Disclose whether there were any disagreements with the former auditor for the last 3 years leading to this resignation, declination or dismissal • Disclose whether there were any reportable events during the last 2 years leading this resignation, declination or dismissal • Newly engaged auditors • Disclose the name of the newly engaged auditor and the date of engagement • Describe any issue and describe the views of the newly engaged auditor • Disclose whether or not the newly engaged auditor did review these issues Research conducted by Arthur Mboue 43
  44. 44. Item 9-disclosure about independent auditor Research conducted by Arthur Mboue 44 Disclosure of preapproval policies and procedures • Rule 2-10 (C)(7) of Reg S-K • Disclose the audit committee policies and procedures for pre-approving audit and non- audit service (provide a clear, concise and understandable description of the policies and procedures) • Feel free to include a copy of the policies Disclosure of use of consulting staff • If people other than the principal accountant’s full time permanent employees performed more than 50% of the hours of work on the audit of a company financial statement for the most recent fiscal year • Disclose the percentage De-minimis exception • Disclose the percentage of the total fees disclosed in audit related tax and all other fees to which the de-minimis exception was approved Tabular representation of independent auditor table • provide footnote disclosure
  45. 45. Item 10-Compensation plans under item 201 (d) New plan benefits , plan name Dollar value ($) Number of Units CEO CFO Named Executive A Named Executive B Named executive C EXECUTIVE GROUP (NUMBER) Non executive director group (number) Non executive officer employee group (number) Research conducted by Arthur Mboue 45 • Three copies of the written document for any proposed plan must be filed with the SEC at the time its proxy statement is filed • Describe briefly the material features of the plan being acted on • Identify each class of persons who will be eligible to participate in the plan • Disclose the benefits they would have been received by or allocated to each of class for the last completed fiscal year • Disclose if management can modify the plan without shareholder approval • Disclose the nature of the modifications that management can make unilaterally • Describe the pension, retirement plans, options, warrants or rights submitted for shareholder action • Disclose the estimated annual payment with respect to current service costs • Disclose the number of options received or to be received by each NEO
  46. 46. Item 10- Compensation Plans Plan category Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a) Weighted average exercise price of outstanding options, warrants, and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) ( c) Equity compensation plans approved by the security holders Equity compensation plans not approved by security holders Total Research conducted by Arthur Mboue 46 • Disclose plans that have been approved by security holders and plans that have not been approved by security holders • Provide a footnote disclosure to the table for any assumed awards that are still outstanding • Provide a footnote disclosure for each relevant plan, the type of plan and associated number of securities • Identify and provide a brief narrative summary of the material features of each equity compensation plan in effect at the end of most recently completed fiscal year
  47. 47. Item 11-Authorization or Issuance of Securities Otherwise than for Exchange • State the title and amount of securities to be authorized or issued • State that the terms of securities to be authorized including dividend or interest rates, conversion prices, voting rights, redemption prices, maturity dates, and similar matters will be determined by the BoD • Describe briefly the transaction in which the securities are to be issued • Describe the nature and approximate amount of consideration received or to be received by the registrant • Describe the approximate amount devoted to each purpose so far as determinable for which the net proceed have been or are to be used • State the reasons for the proposed authorization or issuance and the general effect thereof upon the rights of existing security holders Research conducted by Arthur Mboue 47
  48. 48. Item 12-Modification or Exchange of Securities • State the title and amount thereof • Describe any material differences between the outstanding securities and the modified or new securities in respect any matters • State the reasons for the proposed modification or exchange and the general effect thereof upon the rights of existing security holders • Provide arrears in dividends or as to defaults in principal or interest in respect to the outstanding securities which are to be modified or exchanged • Outline briefly any other material features of the proposed modification or exchange • File copies with the SEC Research conducted by Arthur Mboue 48
  49. 49. Item 13-Financial and Other Information • Provide the various information including (1) financial statements meeting the requirements of Reg S-X, (2) item 302, supplemental financial information of Reg S-K, (3) item 303, MD&A (4) item 304, changes in and disagreements with accountants on accounting and financial disclosure, of Reg S-K and (5) item 305, Quantitative and Qualitative disclosures about market risk, of Reg S-K and (6) statement as to whether (i) representatives of the principal accountants for the current year and for the most recently completed FY, (ii) they will make a statement and (iii) they are available to respond to questions Research conducted by Arthur Mboue 49
  50. 50. Item 14- Mergers, consolidations, acquisitions and similar matters (Golden parachute compensation) Research conducted by Arthur Mboue 50 • Disclose all golden parachute arrangements • Disclose arrangements by the target with its NEOs and the NEOs of the acquirer • Disclose arrangements by the acquirer with its NEOs and the NEOs of the target • Describe the following in narrative form : • Material conditions or obligations applicable to the receipt of golden parachute payments • Circumstances that would result in payment • Whether payments would or could be lump-sum or annual and their duration • Who would make the payments • Disclose all golden parachute compensation arrangements • Provide arrangements with NEOs as part of their executive compensation
  51. 51. Item 15-Acquisition or Disposition of Property • Describe briefly the general character and location of the property • State the nature and amount of consideration to be paid or received by the registrant or any subsidiary • Outline briefly the facts bearing upon the question of the fairness of the consideration • State the name and address of the transferor or transferee • Describe the nature of any material relationship of such person to the registrant or any affiliate of the registrant • Outline briefly any other material features of the contract or transaction Research conducted by Arthur Mboue 51
  52. 52. Item 16- Restatement of Accounts • State the nature and amount of the restatement and the date as of which it is to be effective • Outline briefly the reasons for the restatement and for the selection of the particular effective date • State the name and amount of each account affected by the restatement and the effect of the restatement thereon. • Provide a tabular representation of the amounts that shall be made when appropriate, particularly in the case of recapitalizations • State whether and the extent if any, to which the restatement will, as of the date thereof, alter the amount available for distribution to the holders of equity securities Research conducted by Arthur Mboue 52
  53. 53. Item 17-Action With Respect to Reports • State whether or not such action is to constitute approval of any of the matters referred to in such reports or minutes • Identify each of such matters which it is intended to be approved or disapproved Research conducted by Arthur Mboue 53
  54. 54. Item 18-Matters Not Required to Be submitted • State the nature of such matter, the reasons for submitting it to a vote of security holders and what actions is intended to be taken by the registrant in the event of a negative vote on the matter by the security holders Research conducted by Arthur Mboue 54
  55. 55. Item 19-Amendment of Charter, Bylaws or Other Documents • State briefly the reasons for and the general effect of such amendment • State whether vacancies which occur during the year may be filled by the board of directors to serve until the next annual meeting or may be for the remainder of the full term • Disclose regarding anti takeover or similar proposals Research conducted by Arthur Mboue 55
  56. 56. Item 20-Other proposed Action • Describe briefly the substance of each such matter in substantially the same degree of detail as is required Research conducted by Arthur Mboue 56
  57. 57. Item 21- Voting Procedures • State the vote required for approval or election, other than for the approval of auditors • Disclose the method by which votes will be counted including the treatment and effect of abstentions and broker non-votes under applicable state law as well as registrant charter and by-law provisions Research conducted by Arthur Mboue 57
  58. 58. Item 22- Information required in investment company proxy statement • State the name and address of the fund’s investment adviser, principal underwriter, and administrator • Indicate which fund or class shareholders are solicited with respect to each proposal • Tabular representation • Provide name, address, toll free telephone number of the person to whom such request shall be directed • Provide copy of the annual report and the most recent semi-annual report succeeding the annual report • Identify the parties, state the consideration, the terms of payment • Describe arrangement or understanding with respect to the composition of the BoD of the Fund or the investment adviser • Furnish information with respect to a prospective investment adviser (as to nominees of the person making the solicitation) • Furnish information for directors or nominees who are or would be ‘interested persons’ of the Fund • Provide separate tables for directors and nominees who are or would be interested persons and for directors or nominees who are not interested persons in a narrative form and indicate by heading Research conducted by Arthur Mboue 58
  59. 59. Item 22-information required in investment company proxy statement Research conducted by Arthur Mboue 59 • Provide a tabular form of information about each director, nominee for election as director, Officer of the Fund, person chosen to become an officer, and if the Fund has an advisory board, member of the board • Provide a footnote disclosure of any family relationship between the persons listed • Describe any arrangements or understanding between any director, nominee for election as director, officer, or person chosen to become an officer, and any other person (s) pursuant to which he was or is to be selected as a director, nominee or officer • Specify the valuation date in the footnote disclosure or otherwise • Disclose the extent the Fund delegate its proxy voting policies (1) (2) (3) (4) (5) (6) Name, Address, and Age Position (s) Held with Fund Term of Office and Length of Time Served Principal Occupation (s) During Past 5 Years Number of portfolios in Complex Overseen by Director or Nominee for Director Other Directorships Held by Director or Nominee for Director (1) (2) (3) Name of director or Nominee Dollar Range of Equity Securities in the Fund Aggregate Dollar Range of Equity Securities in All Funds Overseen or to be Overseen by Director or Nominee in Family of Investments Companies
  60. 60. Item 22-Financial required in investment company proxy statement (1) (2) (3) (4) (5) (6) Name of director or nominee Name of owners and relationships to director or nominee Company Title of class Value of Securities Percent of Class Research conducted by Arthur Mboue 60 Compensation table (1) (2) (3) (4) (5) Name of person, position Aggregate compensation from Fund Pension or retirement benefits accrued as part of fund expenses Estimated annual benefits upon retirement Total compensation from Fund and Fund Complex Paid to Directors • Specify the valuation date in the footnote or otherwise • Describe the company’s relationship with the investment adviser, principal underwater, or sponsoring insurance company • Describe any direct or indirect interest, the value of which exceeds $60 K of each director or nominee for election as director who is not or would not be an ‘interested person’ of the Fund • Describe briefly any material interest, direct, indirect, of any director or nominee for election as director who is not or would not be an interested person of the Fund • Disclose the name of each director, nominee or immediate Family Member whose in any transaction or series of similar transactions • Describe the nature of the circumstances by reason of which the interest is required to be described • State the nature of the interest and the appropriate dollar amount involved in the transaction, where it is practicable • Disclose indirect as well as direct, material interests in transactions
  61. 61. Item 22-Financial required in investment company proxy statement • Describe briefly any direct or indirect relationship, in which the amount involved exceeds $60K, of any director or nominee for election as director who is not or would not been an interested person • Disclose the name of each director, nominee or immediate Family Member whose relationship • Disclose indirect as well as direct relationship • Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the Fund’s business to whom any director or nominee for director or affiliated person are involved • Disclose the name of the court where the case is pending, the date instituted and the principal parties. • Describe the factual basis alleged to underlie the proceeding and relief sought • Disclose all directors and 3 highest paid officers that have aggregate compensation from the Fund for the most recently completed fiscal year in excess of $60K • Provide a footnote disclosure to the compensation table the total amount of deferred compensation payable to or accrued for any compensated person • Describe briefly the material provisions of any pensions retirement, or other plan or any arrangements other than fee arrangement • State whether or not the Fund has a separately designated audit committee • Identify the other standing committees of the Fund’s board of directors • Provide information about functions of the committee, members of the committee, number of meetings, nominating committee and nominees • Furnish information with respect to a perspective investment adviser to the extent applicable • State the name, address and principal occupation of the principal executive officer and each director or general partner of the investment partner • State the name, address of all Parents of the investments adviser and show the basis of control of the retirement adviser and each Parent by its immediate Parent Research conducted by Arthur Mboue 61
  62. 62. Item 22-Financial required in investment company proxy statement • State the name and address of each such person (10 % or more holders) • Disclose name of each officer, general partner or director of the Fund • Describe the nature of their ownership • Describe briefly and state the approximate amount of any material interest, direct or indirect, of any director of the Fund • Disclose any financial condition of the investment that is reasonably likely to impair the Fund • Describe the nature of the action to be taken on the investment advisory contract and reasons therefor • State the aggregate amount of the investment adviser’s fee during the last year • State the amount that the adviser would have received had the proposed fee been in effect • State the difference between the aggregate amounts stated in response • Identify and state the size of such other Fund and the rate of investment adviser’s compensation • Indicate for any Fund identified whether the investment adviser has waived, reduced, or otherwise agreed to reduce its compensation under any applicable contract • Discuss in reasonable detail the material factors and the conclusions with respect thereto that form the basis for the recommendation of the BoD that the shareholders approved an investment advisory contract. • Describe any arrangement or understanding made in connection with the proposed investment advisory with composition of the BoD of the Fund • State the aggregate amount of commissions paid to any Affiliated Broker and percentage of the Fund’s aggregate brokerage commissions paid to such any Affiliated Broker • Describe the nature of the action to be taken on the Distribution Plan and the reason therefor, the terms of the Distribution Plan to be acted upon • Provide the date that the Distribution Plan was adopted and the date of the last amendment Research conducted by Arthur Mboue 62
  63. 63. Item 22-Financial required in investment company proxy statement• Disclose the persons to whom payments may be made under the Distribution of the Plan, the rate of the distribution fee and the purposes for which such fee may be used • Disclose the amount of distribution fees paid by the Fund pursuant to the plan during its most recent fiscal year, both in the aggregate and as a percentage of the Fund’s average net assets during the period • Disclose the name of , and the amount of any payments made under the Distribution Plan by the Fund during its most recent fiscal years to, from any person who is an Affiliated person of the Fund or 10% or more of the aggregate amount paid under the Distribution Plan by the Fund • Describe any action taken with respect to the Distribution Plan since the beginning of the Fund’s most recent fiscal year • State the date or prospective date of such termination or non-renewal, identify the parties and describe the circumstances of such termination or non-renewal • Describe briefly and state the approximate amount of material interest direct or indirect of any director or nominee for election as director of the Fund • Provide the name of each person whose interest in any transactions is described and the nature of their relationship • State the cost of the assets to the purchaser and the cost thereof to the seller if required within 2 years • State the amount involved in the transaction with the partnership • Discuss in reasonable detail the material factors and conclusions of the BoD of the proposed distribution Plan Research conducted by Arthur Mboue 63
  64. 64. Item 23-delivery of documents to security holders sharing an address ‘householding’ Registrant must furnish information • Provide a statement that only one proxy statement annual reporting being delivered to multiple security holders sharing the same address • Disclose if a security holders did request and receive a separate copy of a proxy statement or annual report • Disclose if any revocable consent of a householding delivery of a simple copy and if it was executed within 30 days Research conducted by Arthur Mboue 64
  65. 65. Item 24-shareholder approval of executive compensation Say on pay or say on frequency vote • Disclose that this vote is pursuant to section 14A of Exchange Act • Explain briefly the general effect of each vote • Disclose the current frequency of shareholder advisory vote or executive compensation required by Rule 14a-21 (a) and the date of the next such advisory vote Research conducted by Arthur Mboue 65
  66. 66. References Reg 14A (from 14a-1 to 14b-2) Rule 14a-1 definitions Rule 14a-2 Solicitations to which Rule 14a-3 to Rule 14a-15 apply Rule 14a-3 Information to be furnished to security holders Rule 14a-4 Requirements as to proxy Rule 14a-5 Presentation of information in proxy statement Rule 14a-6 Filing requirements Rule 14a-7 Obligations of registrants to provide a list of, or mail soliciting material to security holders Rule 14a-8 Shareholder proposals Rule 14a-9 False or misleading statements Rule 14a-10 Prohibition of certain solicitations Rule 14a-11 [Reserved] Rule 14a-12 Solicitation before furnishing a proxy statement Rule 14a-13 Obligations of registrants in communicating with beneficial owners Rule 14a-14 Modified or superseded documents Rule 14a-15 Differential and contingent compensation in connection with roll-up transactions Rule 14a-16 Internet availability of proxy materials Research conducted by Arthur Mboue 66
  67. 67. References Reg 14a (end)Rule 14a-17 Electronic shareholder forums Rule 14a-18 Disclosure regarding nominating shareholders and nominees submitted for inclusion in a registrant’s proxy materials pursuant to applicable state or foreign law or a registrant’s governing documents Rule 14a-20 Shareholder approval of executive compensation of TARP recipients Rule 14a-21 Shareholder approval of executive compensation, frequency of votes for approval of executive compensation and shareholder approval of golden parachute compensation Rule 14a-102 [reserved] Rule 14a-103 Notice of exempt solicitation, information to be included in statements submitted by or on behalf of a person pursuant to Rule 14a-6(g) Rule 14a-104 Notice of exempt preliminary roll-up communication, information regarding ownership interests and any potential conflicts of interests to be included in statements submitted by or behalf of a person pursuant to Rule 14a-2(b)(4) and Rule 14a-6(n) Rule 14b-1 Obligation of registered brokers and dealers in connection with the prompt forwarding of certain communications to beneficial owners Rule 14b-2 Obligation of banks, associations and other entities that exercise fiduciary powers in connection with the prompt forwarding of certain communications to beneficial owners Research conducted by Arthur Mboue 67

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