Express Scripts 2011 Annual Report Download - page 96

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Express Scripts 2011 Annual Report
94
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 2012 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A (the "Proxy
Statement") under the headings "Proxy Item No. 1: 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 information section of our website at www.express-scripts.com, 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 Report," "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."
*On April 2, 2012, Express Scripts, Inc. filed with the Securities and Exchange Commission
an Amendment No. 1 to the Annual Report on Form 10-K, which contained the information under Part III, Items 10
through 14.