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Insurer, SEC Reach Settlement Over Proxy Disclosure

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American Equity Investment Life Holding Company, Des Moines, Iowa, and two of its officers have reached civil settlements with the Securities and Exchange Commission, Washington.

The settlements regard a previously disclosed inquiry into historical disclosures in a company proxy statement, the company says.

Executive Chairman David Noble and Chief Executive Officer Wendy Waugaman consented to an order enjoining them from violating the proxy statement provisions of the federal securities laws, according to both American Equity and the SEC.

In addition, Noble and Waugaman agreed to pay civil monetary penalties of $900,000 and $130,000, respectively, both parties say.

American Equity also agreed to “certain undertakings in connection with the settlement,” according to the SEC. American Equity noted these include an agreement to an order enjoining the company from violating proxy statement provisions of federal securities laws.

The company has also agreed to maintain remedial measures, such as establishing a disclosure committee to assist senior officers and appointing a lead independent director.

The settlement does not require American Equity to pay a monetary penalty, the company says.

In its complaint, the SEC had alleged that the company and the two executives had inadequately disclosed details about the acquisition of another company in the company’s 2006 proxy statement and about the resulting “financial boon” to the then-CEO Noble.

American Equity says the SEC complaint made no allegations of fraud or financial statement inaccuracies on the part of American Equity, its executive chairman or its chief executive officer. The matter related solely to disclosures in the company’s 2006 proxy statement that concerned transactions involving American Equity Investment Service Company, the company says.

The SEC says American Equity, Noble, and Waugaman agreed to settle the charges against them without admitting or denying the allegations of the SEC complaint.

“This settlement concludes the SEC’s review of this matter,” says Robert L. Howe, American Equity’s lead independent board member. “The inquiry concerned issues that occurred more than four years ago. We are pleased that this resolution puts this matter behind us.”


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