Sears 2007 Annual Report Download - page 104

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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information regarding directors and executive officers of Holdings is incorporated herein by reference to the
information regarding Director nominees and current Directors under “Item 1. Election of Directors” and the
information under “Committees of the Board of Directors,” “Director Independence” and “Section 16(a)
Beneficial Ownership Reporting Compliance” of the 2008 Proxy Statement and to Part I of this Report.
Holdings has adopted a Code of Conduct, which applies to all employees, including our principal executive
officer, principal financial officer and principal accounting officer, and a Code of Conduct for its Board of
Directors. Directors who are also officers of Holdings are subject to both codes of conduct. Each code of conduct
is a code of ethics as defined in Item 406 of SEC Regulation S-K. The codes of conduct are available on the
Corporate Governance section of our website at www.searsholdings.com. Any amendment to, or waiver from, a
provision of the codes of conduct will be posted to the above-referenced website.
There were no changes to the process by which stockholders may recommend nominees to the Board of
Directors during the last fiscal year.
Item 11. Executive Compensation
Information regarding executive and director compensation is incorporated by reference to the material
under the captions “Compensation of Directors,” “Executive Compensation,” “Compensation Committee
Interlocks and Insider Participation” and “Compensation Committee Report” of the 2008 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Information regarding security ownership of certain beneficial owners and management is incorporated
herein by reference to the material under the heading “Amount and Nature of Beneficial Ownership” of the 2008
Proxy Statement.
See also “Equity Compensation Plan Information” in Item 5 of this Report for a discussion of securities
authorized for issuance under equity compensation plans.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information regarding certain relationships and related transactions is incorporated herein by reference to
the material under the heading “Certain Relationships and Transactions” and “Corporate Governance” of the
2008 Proxy Statement.
Item 14. Principal Accountant Fees and Services
Information regarding principal accountant fees and services is incorporated herein by reference to the
material under the heading “Independent Auditor Fees” of the 2008 Proxy Statement.
104