OfficeMax 2009 Annual Report Download - page 97

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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning directors and nominees for director is presented under the caption
‘‘Board of Directors’’ in our proxy statement and is incorporated herein by reference.
Information concerning our officers is presented under the caption ‘‘Executive Officers of the
Registrant’’ in Part 1 of this Form 10-K and is incorporated herein by reference.
Information concerning our Audit Committee and our Audit Committee financial expert is set
forth under the caption ‘‘Audit Committee Report’’ in our proxy statement and is incorporated herein
by reference.
Information concerning the procedures by which security holders may recommend nominees to
our Board of Directors is set forth under the caption ‘‘Other Information—Stockholder Nominations
for Directors’’ in our proxy statement and is incorporated herein by reference.
Information concerning compliance with Section 16 of the Securities Exchange Act of 1934 is
set forth under the caption ‘‘Stock Ownership—Section 16(a) Beneficial Ownership Reporting
Compliance’’ in our proxy statement and is incorporated herein by reference.
We have adopted a Code of Ethics that applies to all OfficeMax employees and directors,
including our senior financial officers. Copies of the Code are available, free of charge, on our
website at www.officemax.com, by clicking on ‘‘Investor Relations’’ under the ‘‘About OfficeMax’’
heading and then on ‘‘Code of Ethics.’’ You also may obtain copies of this Code by contacting our
Investor Relations Department, 263 Shuman Boulevard, Naperville, Illinois 60563, or by calling
(630) 864-6800. If we amend or grant a waiver of one or more of the provisions of our Code of
Ethics, we intend to disclose such amendments or waivers by posting the required information on
our website at the address above.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning compensation of OfficeMax’s executive officers and directors for the
year ended December 26, 2009, is presented under the captions ‘‘Compensation Discussion and
Analysis,’’ ‘‘Summary Compensation Table,’’ ‘‘Award Tables,’’ ‘‘Other Compensation and Benefit
Plans,’’ ‘‘Estimated Current Value of Change in Control Benefits,’’ ‘‘Estimated Termination Benefits’’
and ‘‘Director Compensation’’ in our proxy statement. This information is incorporated herein by
reference.
Information concerning compensation committee interlocks is presented under the caption
‘‘Executive Compensation Committee Interlocks and Insider Participation’’ in our proxy statement
and is incorporated herein by reference.
The report of our Executive Compensation Committee can be found under the caption
‘‘Executive Compensation Committee Report’’ in our proxy statement and is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information concerning the security ownership of certain beneficial owners as of December 31,
2009, is set forth under the caption ‘‘Stock Ownership—Ownership of More Than 5% of OfficeMax
Stock’’ in our proxy statement and is incorporated herein by reference.
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