Sears 2015 Annual Report Download - page 125

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PART III
Item€ 10. Directors, Executive Officers and Corporate Governance
Information required by this Item€10 with respect to members of our Board of Directors and our the audit
committee will be included under the headings "Election of Directors," "Election of Directors - Committees of the
Board of Directors," and "Corporate Governance - Director Independence" of our definitive proxy statement for our
annual meeting of stockholders to be held on May€11, 2016 (the "2016 Proxy Statement.") and is incorporated herein
by reference. Information required by this Item 10 with respect to Section 16(a) beneficial ownership reporting
compliance will be included under the heading "Other Information - Section 16(a) Beneficial Ownership Reporting
Compliance" of the 2016 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 Annual Report on 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 in the "Investors -
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 material 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 will be included under the headings "Executive
Compensation," "Compensation of Directors," and "Compensation Committee Report" of the 2016 Proxy Statement
and is incorporated herein by reference.
Item€ 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Information regarding security ownership of certain beneficial owners and management will be included under
the heading "Amount and Nature of Beneficial Ownership" of the 2016 Proxy Statement and is incorporated herein
by reference.
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 will be included
under the headings "Certain Relationships and Transactions," "Review and Approval of Transactions with Related
Persons" and "Corporate Governance" of the 2016 Proxy Statement and is incorporated herein by reference.
Item€ 14. Principal Accounting Fees and Services
Information regarding principal accountant fees and services will be included under the heading "Independent
Registered Public Accounting Firm Fees" of the 2016 Proxy Statement and is incorporated herein by reference.
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