Lexmark 2011 Annual Report Download - page 148

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 2012 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
[phone]
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 A. Rooke, for 2011 with its
Annual Written Affirmation to the NYSE on May 16, 2011.
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,
2011, these certifications were made by Paul A. Rooke, Chairman 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 2012 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
144