Sunoco 2011 Annual Report Download - page 120

ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information on directors required by Item 401 of Regulation S-K appearing in the sections entitled
“Item 1, Election of Directors,” and “Nominees for the Board of Directors,” under the heading “Proposals on
Which You May Vote;” the information required by Item 405 of Regulation S-K appearing under the heading
“Section 16(a) Beneficial Ownership Reporting Compliance;” and the information required by Items 407(d)(4)
and 407(d)(5) of Regulation S-K appearing in the sections “Committee Structure” and “Director Independence”
under the heading “Governance of the Company” and in the section “Nominees for the Board of Directors,”
under the heading “Proposals on Which You May Vote” in the Company’s definitive Proxy Statement (“Proxy
Statement”), which will be filed with the Securities and Exchange Commission (“SEC”) within 120 days after
December 31, 2011, are incorporated herein by reference.
Information concerning the Company’s executive officers appears in Part I of this Annual Report on
Form 10-K.
Sunoco, Inc. has a Code of Business Conduct and Ethics (the “Code”), which applies to all officers,
directors and employees, including the chief executive officer, the principal financial officer, the principal
accounting officer and persons performing similar functions. A copy of the Code can be found on Sunoco’s
website (www.SunocoInc.com). It is also available in printed form upon request. Sunoco intends to disclose on
its website the nature of any future amendments to and waivers of the Code that apply to the chief executive
officer, the principal financial officer, the principal accounting officer or persons performing similar functions.
Sunoco’s Corporate Governance Guidelines and the Charters of its Audit, Compensation, Corporate
Responsibility, Executive and Governance Committees are available on its website, and are also available in
printed form upon request.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 402 of Regulation S-K appearing under the heading “Executive
Compensation,” including the sections entitled “Compensation Discussion and Analysis,” “Summary
Compensation Table,” “Grants of Plan-Based Awards in 2011,” “Outstanding Equity Awards at Fiscal Year-End
2011,” “Option Exercises and Stock Vested in 2011,” “Pension Benefits,” “Nonqualified Deferred Compensation
in 2011,” and “Other Potential Post-Employment Payments,” and appearing under the heading “Directors’
Compensation,” and the information required by Items 407(e)(4) and 407(e)(5) of Regulation S-K appearing
under the heading “Executive Compensation,” including the sections entitled “Compensation Committee Report”
and “Compensation Committee Interlocks and Insider Participation” in the Company’s Proxy Statement, which
will be filed with the SEC within 120 days after December 31, 2011, are incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information required by Item 403 of Regulation S-K appearing in the answer to “Question: Does a
shareholder own 5% or more of Sunoco’s common stock?” under the heading “Questions and Answers,” and
appearing under the heading “Directors’ and Officers’ Ownership of Sunoco Stock” in the Company’s Proxy
Statement, and the information required by Item 201(d) of Regulation S-K appearing in the section entitled
“Equity Compensation Plan Information” in the Company’s Proxy Statement, which will be filed with the SEC
within 120 days after December 31, 2011, are incorporated herein by reference.
112