Express Scripts 2012 Annual Report Download - page 108

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Express Scripts 2012 Annual Report106
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 2013 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.”