Where in the proxy materials should the disclosures required pursuant to Item 9(e) of Schedule 14A appear? For example, can registrants include the disclosures in the audit committee report?
Like other Items in Schedule 14A, Item 9(e) does not specify where in the proxy statement the disclosures must appear. We think it is certainly appropriate for the disclosures to accompany the disclosures required by Item 7(d) and Items 9(a)-(d) of Schedule 14A. Registrants can include the disclosures in the audit committee report, but we remind registrants that the safe harbor in Item 7(d)(3)(v) of Schedule 14A applies only to information required to be disclosed under Item 7(d)(3) and the safe harbor in Item 306(c) of Regulation S-K applies only to information required to be disclosed by Items 306(a) and (b) of Regulation S-K and, therefore, neither safe harbor would cover disclosures required by Item 9(e) but included in the audit committee report. The 2003 rules require disclosure of Item 9 (a) – (d) be included in a company’s annual report. However, domestic companies are able to incorporate the required disclosure from the proxy or information statement into the annual report. Re
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- Where in the proxy materials should the disclosures required pursuant to Item 9(e) of Schedule 14A appear? For example, can registrants include the disclosures in the audit committee report?
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