Rosetta Stone 2011 Annual Report Download - page 77

Table of Contents
PART III
Certain information required by Part III is omitted from this Annual Report on Form 10-K as we intend to file our definitive Proxy Statement for the
2011 Annual Meeting of Stockholders pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days after the end
of the fiscal year covered by this Annual Report, and certain information included in the Proxy Statement is incorporated herein by reference.
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated herein by reference to the information provided under the headings "Our Board of Directors and
Nominees," Security Ownership of Certain Beneficial Owners and Management—Section 16(A) Beneficial Ownership Reporting Compliance," "Corporate
Governance—Code of Ethics," "Corporate Governance—Composition of our Board of Directors; Classified Board," "Corporate Governance—Committees of
our Board of Directors," "Corporate Governance—Audit Committee," and "Corporate Governance—Corporate Governance and Nominating Committee" in
our definitive proxy statement for the 2012 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission no later than 120 days
after the fiscal year ended December 31, 2011 (the "2012 Proxy Statement").
Code of Ethics and Business Conduct
We have adopted a code of ethics and business conduct ("code of conduct") that applies to all of our employees, officers and directors, including without
limitation our principal executive officer, principal financial officer and controller or principal accounting officer. Copies of both the code of conduct, as well
as any waiver of a provision of the code of conduct granted to any senior officer or director or material amendment to the code of conduct, if any, are
available, without charge, under the "Corporate Governance" tab of the "Investor Relations" section on our website at www.rosettastone.com. We intend to
disclose any amendments or waivers of this code on our website.
Item 11. Executive Compensation
The information required by this Item is incorporated herein by reference to the information provided under the headings "Compensation Committee
Report", "Executive Compensation," "Director Compensation" and "Compensation Committee and "Corporate Governance—Interlocks and Insider
Participation" in the 2012 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated herein by reference to the information provided under the headings "Security Ownership of Certain
Beneficial Owners and Management" and "Equity Compensation" in the 2012 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated herein by reference to the information provided under the headings "Corporate Governance—
Director Independence," and "Transactions with Related Persons" in the 2012 Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this Item is incorporated herein by reference to the information provided under the heading "Principal Accountant Fees and
Services" in the 2012 Proxy Statement.
74