OfficeMax 2012 Annual Report Download - page 127

Download and view the complete annual report

Please find page 127 of the 2012 OfficeMax 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 148

  • 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
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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 executive 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. The Code is available, free of charge, on our website at investor.officemax.com by
clicking on “Code of Ethics.” You also may obtain copies of this Code, free of charge, 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 29, 2012, is presented under the captions “Executive Compensation,” 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 29, 2012, 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.
Information concerning the security ownership of our directors and executive officers as of December 29,
2012, is set forth under the caption “Stock Ownership—Directors and Executive Officers” in our proxy statement
and is incorporated herein by reference.
91