THQ 2009 Annual Report Download - page 109

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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The following information required by Item 10 is incorporated herein by reference from our definitive
Proxy Statement for the 2009 Annual Meeting of Stockholders, which will be filed within 120 days after the
close of our fiscal year (the ‘‘Proxy Statement’’):
• Information regarding directors who are nominated for election is included under the caption
‘‘Proposal Number 1—Election of Directors;’’
• Information regarding executive officers is included under the caption ‘‘Executive Officers;’’
• Information related to involvement in certain legal proceedings is included under the caption
‘‘Involvement in Certain Proceedings;’’
• Information regarding the audit committee and its financial expert is included under the caption
‘‘Committees of the Board of Directors;’’ and
• Information regarding Section 16 compliance is included under the caption ‘‘Section 16(a)
Beneficial Ownership Reporting Compliance.’’
Information regarding our code of ethics applicable to our directors, principal executive officer, principal
financial officer, principal accounting officer, and other senior financial officers appears under the caption
‘‘Charters, Code of Ethics, and Code of Business Conduct and Ethics.’’
Item 11. Executive Compensation
The information required under this Item relating to executive compensation will be included in the Proxy
Statement under the heading ‘‘Executive Compensation,’’ and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required by Item 12 related to securities authorized for issuance under equity
compensation plans is included in Item 5 herein. The information required by Item 12 related to security
ownership of certain beneficial owners and management is incorporated herein by reference to the
information in the Proxy Statement under the caption ‘‘Security Ownership of Certain Beneficial Owners
and Management.’’
Item 13. Certain Relationships and Related Transactions, and Director Independence
There were no reportable business relationships, transactions with management, or indebtedness of
management during the fiscal year ended March 31, 2009.
Item 14. Principal Accounting Fees and Services
The information regarding principal accounting fees and services and the Company’s pre-approval policies
and procedures for audit and non-audit services provided by the Company’s independent accountant is
incorporated by reference to the Proxy Statement under the caption ‘‘Proposal Number 43—Ratification
of Independent Registered Public Accounting Firm.’’
102