8x8 2009 Annual Report Download - page 75

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73
The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has
evaluated the effectiveness of the Company's disclosure controls and procedures, as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act, as of March 31, 2009. Based on such evaluation, the Company's Chief Executive
Officer and Chief Financial Officer have concluded that, as of March 31, 2009, the Company's disclosure controls and
procedures were effective.
Management’ s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act. Under the supervision and with the participation of
our management, including our principal executive officer and principal financial officer, the Company conducted an
evaluation of the effectiveness of its internal control over financial reporting based on criteria established in the framework in
Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, our management concluded that its internal control over financial reporting was effective as of
March 31, 2009.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The effectiveness of our internal control over financial reporting as of March 31, 2009 has been audited by Moss Adams LLP,
our independent registered public accounting firm, as stated in their report which appears in Item 8 of this Annual Report on
Form 10-K.
ITEM 9B. OTHER INFORMATION
None.
PART III
Certain information required by Part III is omitted from this Report on Form 10-K in that the Registrant will file its definitive
Proxy Statement for its Annual Meeting of Stockholders (the 2009 Proxy Statement) 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 Report,
and certain information included in the 2009 Proxy Statement is incorporated herein by reference.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information regarding our directors and corporate governance will be presented in our definitive proxy statement for our 2009
Annual Meeting of Stockholders to be held on or about July 30, 2009, which information is incorporated into this report by
reference. However, certain information regarding current executive officers found under the heading “Executive Officers” in
Item 1 of Part I hereof is also incorporated by reference in response to this Item 10.
We have adopted a Code of Conduct and Ethics that applies to our principal executive officer, principal financial officer and all
other employees at 8x8, Inc. This Code of Conduct and Ethics is posted in the corporate governance section of our website at
http://investors.8x8.com. We intend to satisfy the disclosure requirement under Item 10 of Form 8-K regarding an amendment
to, or waiver from, a provision of this Code of Conduct and Ethics by posting such information in the corporate governance
section on its website at http://investors.8x8.com.
ITEM 11. EXECUTIVE COMPENSATION
Information relating to executive compensation will be presented in our definitive proxy statement for our 2009 Annual
Meeting of Stockholders to be held on or about July 30, 2009, which information is incorporated into this report by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information relating to securities authorized for issuance under equity compensation plans and other information required to be
provided in response to this item will be presented in our definitive proxy statement for our 2009 Annual Meeting of
Stockholders to be held on or about July 30, 2009, which information is incorporated into this report by reference.