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Part III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Except with respect to information regarding the executive officers of the Registrant and the Company’s
code of ethics, the information required by Part III, Item 10 of this Form 10-K is incorporated by reference
herein, and made part of this Form 10-K, from the Company’s definitive Proxy Statement for its 2011
Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission,
pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year. The required
information is included in the definitive Proxy Statement under the headings “Election of Directors” and
“Report of the Finance and Audit Committee.” The information with respect to the executive officers of the
Registrant is included under the heading “Executive Officers of the Registrant” in Item 1 above. The
Company has adopted a code of business conduct and ethics for directors, officers (including the
Company’s principal executive officer, principal financial and accounting officer) and employees,
known as the Code of Business Conduct. The Code of Business Conduct, as well as the Company’s
Corporate Governance Principles and the charters of each of the committees of the Board of Directors, is
available on the Corporate Governance section of the Company’s Investor Relations website at
http://investor.lexmark.com. The Company also intends to disclose on the Corporate Governance
section of its Investor Relations website any amendments to the Code of Business Conduct and any
waivers from the provisions of the Code of Business Conduct that apply to the principal executive officer,
principal financial and accounting officer, and that relate to any elements of the code of ethics enumerated
by the applicable regulation of the Securities and Exchange Commission (Item 406(b) of Regulation S-K).
Anyone may request a free copy of the Corporate Governance Principles, the charters of each of the
committees of the Board of Directors or the Code of Business Conduct from:
Lexmark International, Inc.
Attention: Investor Relations
One Lexmark Centre Drive
740 West New Circle Road
Lexington, Kentucky 40550
(859) 232-5568
The New York Stock Exchange (“NYSE”) requires that the Chief Executive Officer of each listed Company
certify annually to the NYSE that he or she is not aware of any violation by the Company of NYSE corporate
governance listing standards as of the date of such certification. The Company submitted the certification
of its Chairman and Chief Executive Officer, Paul J. Curlander, for 2010 with its Annual Written Affirmation
to the NYSE on May 11, 2010.
The Securities and Exchange Commission requires that the principal executive officer and principal
financial officer of the Company make certain certifications pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 and file the certifications as exhibits with each Annual Report on Form 10-K. In connection with
this Annual Report on Form 10-K filed with respect to the year ended December 31, 2010, these
certifications were made by Paul A. Rooke, President and Chief Executive Officer, and John W.
Gamble, Jr., Executive Vice President and Chief Financial Officer, of the Company and are included
as Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K.
Item 11. EXECUTIVE COMPENSATION
Information required by Part III, Item 11 of this Form 10-K is incorporated by reference from the Company’s
definitive Proxy Statement for its 2011 Annual Meeting of Stockholders, which will be filed with the
Securities and Exchange Commission, pursuant to Regulation 14A, not later than 120 days after the end of
the fiscal year, and of which information is hereby incorporated by reference in, and made part of, this
Form 10-K. The required information is included in the definitive Proxy Statement under the headings
“Compensation Discussion & Analysis,” “Executive Compensation,” “Director Compensation,”
“Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report.”
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