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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information required by Item 10 with respect to directors, the audit committee, audit committee financial
experts and Section 16(a) beneficial ownership reporting compliance is included under the headings “Item 1.
Election of Directors,” “Committees of the Board of Directors,” “Director Independence” and “Section 16(a)
Beneficial Ownership Reporting Compliance” of our definitive proxy statement for our annual meeting of
stockholders to be held on May 3, 2011 (the “2011 Proxy Statement.”) and is incorporated herein by reference.
The information required by this Item 10 regarding the Company’s executive officers is set forth under the
heading “Executive Officers of the Registrant” in Part I of this Form 10-K and is incorporated herein by
reference.
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 year.
Item 11. Executive Compensation
Information regarding executive and director compensation is incorporated by reference to the material
under the headings “Executive Compensation,” “Compensation of Directors,” and “Compensation Committee
Report” of the 2011 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 2011
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 and director independence is
incorporated herein by reference to the material under the headings “Certain Relationships and Transactions,”
“Review and Approval of Transactions with Related Persons” and “Corporate Governance” of the 2011 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 Registered Public Accounting Firm Fees” of the 2011 Proxy Statement.
106