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Part III
Item 10. Directors, Executive Officers and Corporate Governance.
Information required by this Item that will appear under the headings ‘‘Election of Directors,’’ ‘‘Director Nominating
Procedures,’’ ‘‘Board Committees and Meetings’’ and ‘‘Section 16(a) Beneficial Ownership Reporting Compliance’’ in the
definitive proxy statement to be filed with the SEC relating to our 2013 Annual Meeting of Stockholders is incorporated
herein by reference. Also, refer to Part I under the heading ‘‘Executive Officers of the Registrant’’ for information
concerning our executive officers.
We maintain a Code of Conduct that qualifies as a ‘‘code of ethics’’ within the meaning of Item 406 of the SEC’s
Regulation S-K. Our Code of Conduct is applicable to all employees and directors, including our principal executive officer,
principal financial officer, principal accounting officer and controller, or persons performing similar functions. Our Code of
Conduct is available on our website at www.ca.com/invest. Any amendment or waiver to the ‘‘code of ethics’’ provisions of
our Code of Conduct that applies to our directors or executive officers will be included in a report filed with the SEC on
Form 8-K or will be otherwise disclosed to the extent required and as permitted by law or regulation. The Code of Conduct
is available without charge in print to any stockholder who requests a copy by writing to our Corporate Secretary, at
CA, Inc., One CA Plaza, Islandia, New York 11749.
Item 11. Executive Compensation.
Information required by this Item that will appear under the headings ‘‘Compensation and Other Information Concerning
Executive Officers,’’ ‘‘Compensation Discussion and Analysis,’’ ‘‘Compensation of Directors,’’ ‘‘Compensation Committee
Interlocks and Insider Participation’’ and ‘‘Compensation and Human Resources Committee Report on Executive
Compensation’’ in the definitive proxy statement to be filed with the SEC relating to our 2013 Annual Meeting of
Stockholders is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
Information required by this Item that will appear under the headings ‘‘Information Regarding Beneficial Ownership of
Principal Stockholders, the Board and Management’’ and ‘‘Securities Authorized for Issuance under Equity Compensation
Plans’’ in the definitive proxy statement to be filed with the SEC relating to our 2013 Annual Meeting of Stockholders is
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
Information required by this Item that will appear under the headings ‘‘Related Person Transactions’’ and ‘‘Director
Independence’’ in the definitive proxy statement to be filed with the SEC relating to our 2013 Annual Meeting of
Stockholders is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
Information required by this Item that will appear under the heading ‘‘Ratification of Appointment of Independent
Registered Public Accounting Firm’’ in the definitive proxy statement to be filed with the SEC relating to our 2013 Annual
Meeting of Stockholders is incorporated herein by reference.
48