The document summarizes the disclosure requirements for various items in Schedule 14A, which is used for proxy statements. It discusses the requirements for items 1 through 7, covering information like the date, time and place of shareholder meetings, procedures for revoking proxies, disclosure of interested parties in matters being voted on, security ownership of management and others, and requirements regarding identifying directors and board committee composition and responsibilities. The document is an educational summary of the key disclosure rules for public companies in filing proxy materials with the SEC.

1. SEC Compliance and disclosure-
series 12
Schedule 14 A disclosure- fast Filing
By
Arthur Mboue
Research conducted by Arthur Mboue 1

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. 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. GE Board reporting structure
Research conducted by Arthur Mboue 4

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. 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. 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. 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. 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. 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. 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. 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
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. 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. 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. 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. 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. 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. 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. 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. 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
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. 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. 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. 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. 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. 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. 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. Item 8- CDA guidelines
Research conducted by Arthur Mboue 29
Tabular representation GE strategy

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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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
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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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