Earthlink 2004 Annual Report Download - page 96

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PART III
Item 10.
Directors and Executive Officers of the Registrant.
Information relating to the directors and nominees for directors of EarthLink will be set forth under the captions “Proposal 1—Election of
Directors—Nominees Standing for Election” and “Proposal 1—Election of Directors—Directors Not Standing for Election” in our Proxy
Statement for our 2005 Annual Meeting of Stockholders (“Proxy Statement”) or in a subsequent amendment to this Report. Information
relating to our executive officers will be set forth under the caption “Executive Officers” in the above-referenced Proxy Statement or in a
subsequent amendment to this Report. Information regarding compliance by our directors and executive officers and owners of more than 10%
of EarthLink’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 in a subsequent amendment to this Report. Information relating to EarthLink’
s Code of Ethics for directors and officers will
be set forth under the caption “Proposal 1—Election of Directors—Corporate Governance Matters—Codes of Ethics” in the above-referenced
Proxy Statement or in a subsequent amendment to this Report. Such information is incorporated herein by reference.
Item 11.
Executive Compensation.
Information relating to compensation of our directors and executive officers will be set forth under the captions “Proposal 1—Election of
Directors—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 herein by reference, except for the information set forth under the caption
“Executive Compensation—Compensation Committee Report on Executive Officer Compensation,” which specifically is not so incorporated
by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Management.
Information regarding securities authorized for issuance under our equity compensation plans will be set forth under the caption
“Executive Compensation—Executive Officer Compensation—Amended Equity Compensation Plan Information” in our Proxy Statement
referred to in Item 10 above or in a subsequent amendment to this Report. Information regarding security ownership of certain beneficial
owners and management of our voting securities will be set forth under the caption “Executive Officers—Beneficial Ownership of Common
Stock” 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.
Item 13.
Certain Relationships and Related Transactions.
Information regarding certain relationships and transactions between EarthLink and certain of our affiliates is set forth under the caption
“Executive Compensation—Compensation Committee Interlocks” and “Executive Compensation—Certain Relationships and Related
Transactions” 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.
Item 14.
Principal Accounting Fees and Services.
Information regarding our principal accounting fees and services is set forth under the caption “Proposal 2—Ratification of Appointment
of Independent Registered Public Accounting Firm” 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.
93