Express Scripts 2009 Annual Report Download - page 97

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Express Scripts 2009 Annual Report
95
PART III
Item 10 — Directors, Executive Officers and Corporate Governance
The information required by this item will be incorporated by reference from our definitive Proxy
Statement for our 2010 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A (the “Proxy
Statement”) under the headings “I. Election of Directors,” “Section 16(a) Beneficial Ownership Reporting
Compliance” and “Corporate Governance”; provided that some of the information regarding our executive officers
required by Item 401 of Regulation S-K has been included in Part I of this report.
We have adopted a code of ethics that applies to our directors, officers and employees, including our
principal executive officers, principal financial officer, principal accounting officer, controller, or persons
performing similar functions (the "senior financial officers"). A copy of this code of business conduct and ethics is
posted on the investor relations portion of our website at www.express-scripts.com/ourcompany/investor/, and a
print copy is available to any stockholder who requests a copy. In the event the code of ethics is revised, or any
waiver is granted under the code of ethics with respect to any director, executive officer or senior financial officer,
notice of such revision or waiver will be posted on our website. Information included on our website is not part of
this annual report.
Item 11 — Executive Compensation
The information required by this item will be incorporated by reference from the Proxy Statement under the
headings “Directors’ Compensation,” “Compensation Committee Interlocks and Insider Participation” and
“Executive Compensation.”
Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required by this item will be incorporated by reference from the Proxy Statement under the
headings “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for
Issuance under Equity Compensation Plans.”
Item 13 — Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be incorporated by reference from the Proxy Statement under the
headings “Certain Relationships and Related Party Transactions” and “Corporate Governance.”
Item 14 – Principal Accounting Fees and Services
The information required by this item will be incorporated by reference from the Proxy Statement under the
heading “Principal Accountant Fees.”