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2011 Corporate Social Responsibility Report

GOVERNANCE AND EXTERNAL ENGAGEMENT

CORPORATE GOVERNANCE

Lexmark is governed by a 12-member Board of Directors, consisting of one executive and 11 independent, non-executive directors. The Board is chaired by CEO, Paul Rooke. Please refer to the Company's Form 10-K for expanded information with reference to governance. Additional information related to the Board composition, qualifications and performance evaluation and compensation linkage is available on our Corporate Governance Web page.

BOARD OF DIRECTORS STRUCTURE

The Lexmark Board of Directors regularly reviews the Company's corporate governance practices including Lexmark’s current classified Board of Director’s structure. There are valid arguments in favor of and in opposition to a classified board structure. After careful consideration, including valuable shareholder input, the Board determined that it would be in the best interests of the Company and stockholders to declassify the Board which, when fully implemented, will allow the stockholders to vote on the election of the entire Board each year, rather than on a staggered basis as with the current classified board structure. To implement this change, stockholders will need to approve an amendment to the Lexmark’s Restated Certificate of Incorporation. This vote to declassify the Board of Directors will be proposed by the Board at the next Annual Meeting of Stockholders. The Board of Directors urges the Company’s stockholders to vote in favor of approving an amendment to Lexmark’s Restated Certificate of Incorporation to declassify the Board and allow for the annual election of directors.

COMMITMENTS TO EXTERNAL Engagement

Lexmark engages in public policy and standards development through our involvement in industry coalitions and trade associations at the local, state, federal and international level. The Information Technology Industry Council (ITI), ITI Environmental Leadership Council, DIGITAL EUROPE, the Greater Lexington Chamber of Commerce, the U.S. Information Technology Office, the National Chamber of Commerce, Australian Information Industry Association (AIIA), Business Imaging Association of Australia (BIAA), Information Technology Association of Canada (ITAC), American National Standards Institute (ANSI), Ecma International, Association Connecting Electronics Industries, Bundesverband Informationswirtschaft Telekommunikation (BITKOM), European Imaging Association (EURIMAG) and Deutsches Institut für Normung (DIN) are a few of the organizations with which we engage.

Lexmark is active in these groups because we want to participate in the industry and public policy discussions led by these organizations and take advantage of those collective resources. We engage with these groups in meetings and by participating in and leading committees, conference calls and electronic communications.