Earthlink 2001 Annual Report Download - page 28

PART III
Item 10. Directors and Executive Officers of the Registrant
Information relating to management's nominees for directors of the Company will be set forth under the captions "Proposal 1—
Election of
Directors—Nominees" and "Proposal 1—Election of Directors—Directors Standing for Election" in our Proxy Statement for our 2002 Annual
Meeting of Stockholders ("Proxy Statement") or in a subsequent amendment to this Report. Such information is incorporated herein by
reference. Information relating to our executive officers will be set forth under the caption "Executive Officers" in the above-referenced Proxy
Statement. Such information is incorporated herein by reference. Information regarding compliance by our directors and executive officers and
owners of more than 10% of the Company's common stock with the reporting requirements of Section 16(a) of the Securities Exchange Act of
1934, as amended, will be set forth under the caption "Executive Officers—Compliance with Section 16(a) of the Securities Exchange Act of
1934" in the above-referenced Proxy Statement or amendment.
Item 11. Executive Compensation
Information relating to compensation of our directors and executive officers will be set forth under the captions "Directors Continuing in
Office—Director Compensation" and "Executive Compensation" in our Proxy Statement referred to in Item 10 above or in a subsequent
amendment to this Report. Such information is incorporated by reference, except for the information set forth under the captions "Executive
Compensation—Compensation Committee Report on Executive Officer Compensation", "Audit Committee—Audit Committee Report" and
"Stock Performance Graph", which specifically are not so incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information regarding ownership of our securities by certain persons is set forth under the caption "Beneficial Ownership of Common
Stock" in the Proxy Statement referred to in Item 10 above or in a subsequent amendment to this Report. Such information is incorporated
herein by reference.
Item 13. Certain Relationships and Related Transactions
Information regarding certain relationships and transactions between the Company and certain of our affiliates is set forth under the
caption "Executive Compensation—Compensation Committee Interlocks and Insider Participation" in our Proxy Statement referred to in Item
10 above or in a subsequent amendment to this Report. Such information is incorporated herein by reference.
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PART IV
Item 14. Exhibits, Financial Statement Schedules, And Reports On Form 8-K.
(a) (1) and (2) Documents filed as part of this Report.
1. Financial Statements of EarthLink, Inc.
2. Report of Ernst & Young LLP, Independent Auditors
3. Report of PricewaterhouseCoopers LLP, Independent Accountants
4. Report of Arthur Andersen LLP, Independent Public Accountants
5. Consolidated Balance Sheets as of December 31, 2000 and 2001
6. Consolidated Statements of Operations for the three years ended December 31, 2001
7. Consolidated Statements of Stockholders' Equity for the three years ended December 31, 2001
8. Consolidated Statements of Cash Flows for the three years ended December 31, 2001
9. Notes to Consolidated Financial Statements
(3) Listing of Exhibits
3.1 — Amended and Restated Certificate of Incorporation of EarthLink, Inc. (incorporated by reference to Exhibit 3.2 of EarthLink,
Inc.'s Report on Form 10
-
K for the fiscal year ended December 31, 1999
—
File No. 001
-
15605).
3.2 — Bylaws of EarthLink, Inc. (incorporated by reference to Exhibit 3.3 of EarthLink, Inc.'s Report on Form 10-
K for the fiscal year