Express Scripts 2013 Annual Report Download - page 111

Download and view the complete annual report

Please find page 111 of the 2013 Express Scripts annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 124

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124

111 Express Scripts 2013 Annual Report
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 2014 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 officer, 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.”