Lexmark 2015 Annual Report Download - page 132

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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 2016 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 and 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 and 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 2015
with its Annual Written Affirmation to the NYSE on May 1, 2015.
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,
2015, these certifications were made by Paul A. Rooke, Chairman and Chief Executive Officer, and David Reeder, 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 2016 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.”
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Information required by Part III, Item 12 of this Form 10-K is incorporated by reference from the Company’s definitive Proxy
Statement for its 2016 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 “Security Ownership by Management and Principal Stockholders” and “Equity Compensation Plan Information.”