Only the ratification of KPMG LLP as our independent registered public accounting firm (proxy Item 2) is considered to be a discretionary item under the NYSE rules, and your bank, broker or other nominee will be able to vote on that item even if it does not receive voting instructions from you, so long as it holds your shares in its name.

The election of directors (proxy Item 1), and the advisory vote on the compensation of our named executive officers (proxy Item 3)~~, and the approval of the Restated Plan (proxy Item 4)~~ are ~~“non-discretionary”~~non-discretionary items. Therefore, if you hold your shares in ~~street name,~~"street name", your bank, broker or other nominee may not vote your shares with respect to these items unless it receives your voting instructions. Non-discretionary proxy items as to which no voting instructions ~~and if it does not, those votes will be~~are received are counted as ~~“broker~~"broker non-votes.~~” “Broker non-votes”~~" Broker non-votes are shares that are held in ~~“street name”~~"street name" by a bank, broker or other nominee that indicates on its proxy that it does not have or did not exercise discretionary authority to vote on a particular matter.

How do I vote?

Stockholders of record can vote by filling out the accompanying proxy card and returning it as instructed on the proxy card. You can also vote by telephone or through the Internet by following the instructions printed on the proxy card or the Notice. You may also vote in person at the meeting.

Stockholders ~~that~~who hold shares in ~~“street name”~~"street name" can vote by following the voting instructions in the materials received from your bank, broker or other nominee. The availability of telephone and Internet voting for stockholders ~~that~~who hold shares in ~~“street name”~~"street name" will depend on the voting processes of your bank, broker or other nominee. Therefore, we recommend that you follow the voting instructions in the materials you receive from your bank, broker or other nominee. In addition, you may only vote in person if you obtain a signed proxy from your bank, broker or other nominee, who is the holder of record.

How will my proxy be voted?

Your proxy, when properly signed and returned, or processed by telephone or through the Internet, and not revoked, will be voted in accordance with your instructions. We are not aware of any other matter that may be properly presented other than the election of directors, the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for ~~2015,~~2018, and the advisory vote on the compensation of our named executive ~~officers, and the approval of the Restated Plan.~~officers. If any other matter is properly presented at the meeting, the persons named in the enclosed form of proxy will have the authority to vote on such matters at their discretion.

What constitutes a quorum?

The holders of a majority of the issued and outstanding common stock of the Company present either in person or by proxy at the Annual Meeting will constitute a quorum. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the Annual Meeting. If less than a majority of the outstanding shares of common stock are represented at the Annual Meeting, a majority of the shares so represented may adjourn the Annual Meeting to another date, time or place.

What if I don’t mark the boxes on my proxy or voting instruction?

If you hold shares in your name, unless you give other instructions on your form of proxy or when you cast your proxy by telephone or through the Internet, the persons named as proxies will vote in accordance with the recommendations of the Board of Directors. In summary, the Board of Directors recommends a vote:


	•	~~FOR the election of each director nominee (proxy Item 1);~~

	•	~~FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2015 (proxy Item 2);~~

	•	~~FOR the approval, on an advisory non-binding basis, of the compensation of our named executive officers (proxy Item 3); and~~

	•	~~FOR the approval of the Restated Plan (proxy Item 4).~~

FOR the election of each director nominee (proxy Item 1);

FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2018 (proxy Item 2); and

FOR the approval, on an advisory non-binding basis, of the compensation of our named executive officers (proxy Item 3)

If you hold shares in ~~“street~~"street name,”" your bank, broker or other nominee ~~may vote your shares on discretionary matters without receiving voting instructions from you, but~~ cannot vote your shares on non-discretionary ~~matters.~~items to be brought for a vote at the Annual Meeting. As a result, if you do not provide instructions, your bank, broker or other nominee will not have the authority to vote on proxy Item 1 (election of directors), and proxy Item 3 (advisory vote on the compensation of our named executive officers) ~~and proxy Item 4 (approval of the Restated Plan)~~, but will have the authority to vote on proxy Item 2 (ratification of independent auditors).

Can I go to the Annual Meeting if I vote by proxy?

Yes. Attending the meeting does not revoke your proxy unless you vote in person at the meeting.

Please note that attendance at the Annual Meeting is limited to stockholders of record as of the close of business on March ~~13, 2015,~~19, 2018, the record date, and to those who hold a valid proxy from a stockholder of record. Each stockholder and proxyholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of stock ownership as of the record date. Proof of ownership can be the Notice, your proxy card or a proxy or voting instruction card provided by your broker, bank or other nominee, or a brokerage statement or letter from your bank or broker evidencing your ownership of ACCO Brands stock

as of March ~~13, 2015. Stockholders and proxyholders also may be asked to present a form of photo identification such as a driver’s license or passport.~~19, 2018. The use of cell phones, smartphones, electronic tablets, laptops and recording and photographic equipment is not permitted in the meeting room at the Annual Meeting. Failure to follow the meeting rules will be grounds for exclusion from the Annual Meeting.

How can I revoke my proxy?

You may revoke your proxy at any time before it is actually voted by giving written notice to the secretary of the Annual Meeting (if you attend the Annual Meeting) or by delivering a later-dated proxy, which automatically revokes your earlier proxy,

either by mail, by telephone or through the Internet, if one of those methods was used for your initial proxy submission. If shares are held in a stock brokerage account or by a bank, broker or other nominee, then you are not the record holder of your shares, and while you are welcome to attend the Annual Meeting you will not be permitted to vote unless you obtain a signed proxy from your bank, broker or other nominee (who is the holder of record).

Will my vote be public?

No. As a matter of policy, stockholder proxies, ballots and tabulations that identify individual stockholders are kept secret and are only available to the independent ~~Inspectors~~Inspector of Election and certain employees who have an obligation to keep your votes secret.

How many votes are needed to elect directors and how will votes be counted?

Each nominee for director will be elected to the Board of Directors (proxy Item 1) if the votes cast for such nominee's election exceeds the votes cast against such nominee’s election (with abstentions and broker non-votes not counted as a vote cast for or against that nominee’s election). Please note that if you hold your shares in “street name,” your bank, broker or other nominee will not be permitted to vote your shares on proxy Item 1 (election of directors) absent specific instructions from you. Therefore, it is important that you follow the voting instructions on the form that you receive from your bank, broker or other nominee.

You may vote for or against each of the nominees for the Board of Directors, or you may abstain. If you abstain, your shares will be counted for purposes of establishing the quorum, but will have no effect on the election of the nominees.

In accordance with the Company’s Corporate Governance Principles, each director ~~nominees~~nominee has submitted a contingent, irrevocable resignation that the Board of Directors may accept if the nominee fails to receive the required vote for re-election. In that situation, the Corporate Governance and Nominating Committee (or a special committee consisting solely of independent directors not subject to a failed vote) would make a recommendation to the Board of Directors about whether to accept or reject the resignation, or whether to take other action. For additional information, see “Election of Directors--2018 Board of Director Nominees.”

How many votes are needed to approve the other matters to be voted upon at the Annual ~~Meeting?~~

~~Directors are elected by a plurality of all~~Meeting and how will votes ~~cast for the election of directors at the Annual Meeting. A proxy marked to withhold authority for the election of one or more directors will not~~ be ~~voted with respect to the director or directors indicated.~~ counted?

The affirmative vote of the holders of a majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote is necessary for the approval of proxy Items 2 3 and ~~4. Proxy cards~~3. This means that of the number of shares represented at the meeting and entitled to vote on the matter, a majority of them must be voted for the proposal for it to be approved. Proxies marked as abstentions on proxy Items 2 3 and ~~4 will not be voted and~~3 will have the same effect ofas a ~~negative vote.~~ vote against the proposal and broker non-votes will have no effect on the vote for the proposal.

With respect to the other matters to be voted upon, you may vote for, against or abstain. If you abstain from voting for a proposal, you vote will have the same effect as a vote against the proposal.

Please note that if you hold your shares in ~~street~~“street name,” your bank, broker or other nominee will not be permitted to vote your shares on proxy Item ~~1 (election of directors), proxy Item~~ 3 (advisory vote on the compensation of our named executive ~~officers ) or proxy Item 4 (approval of the Restated Plan)~~officers) absent specific instructions from you. Therefore, it is important that you follow the voting instructions on the form that you receive from your bank, broker or other nominee.

What if I participate in the ACCO Brands 401(k) plan?

We also are making this Proxy Statement available to and seeking voting instructions from participants in the ACCO Brands 401(k) plan who hold shares of our common stock under such plan. The trustees of the plan, as record holders of ACCO Brands common stock held in the plan, will vote whole shares attributable to you in accordance with your directions given on your voting instruction card, by telephone or through the Internet. If you hold shares of our common stock under the plan, please complete, sign and return your voting instruction card or provide voting instructions by telephone or through the Internet, as described on the voting instruction card, prior to May ~~7, 2015.~~10, 2018. The voting instruction card will serve as instructions to the plan trustees to vote the shares attributable to your interest in the manner you indicate on the card.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

Our Proxy Statement and ~~2014~~2017 Annual Report on Form 10-K are available at: www.proxyvote.com.

ELECTION OFOF DIRECTORS

(Proxy Item 1)

Our By-laws currently provide that the Board of Directors may consist of not less than nine nor more than thirteen members. Currently, there are ten members serving on our Board of Directors. The Board of Directors, upon recommendation from the Corporate Governance and Nominating Committee (the ~~“Governance Committee”~~"Governance Committee"), has selected all of the currently serving directors as nominees for election as directors at the Annual Meeting.

Directors are responsible for overseeing the ~~Company’s~~Company's business consistent with their fiduciary duties to stockholders. The Board of Directors believes that there are general requirements applicable to all directors as well as other skills and experience that should be represented on our Board as a whole, but not necessarily in each director. The Board of Directors and the Governance Committee consider the entirety of the qualifications of directors and director nominees individually, as well as in the broader context of the ~~Board’s~~Board's overall composition and the ~~Company’s~~Company's current and future needs.

Qualifications Required for All Directors

In assessing potential directors, including those recommended by stockholders, the Board of Directors and the Governance Committee consider a variety of factors, including the evolving needs of the Board of Directors and the Company as well as other criteria established by the Board of Directors. These include the potential ~~director’s~~director's judgment, independence, business and educational background, stature, public service, conflicts of interest, integrity, ethics and ownership of Company stock, as well as his or her level of commitment to ~~the goal of maximizing~~ stockholder value creation and his or her ability and willingness to devote sufficient time to serve on the Board of Directors and to the affairs of the Company. The Board of Directors and the Governance Committee require that each director be a recognized person of high integrity with a proven record of success in his or her field.

Board Diversity

The Board of Directors also believes that diversity and inclusion are important considerations in board composition. When considering director qualifications, the Board of Directors and the Governance Committee evaluate the entirety of each director’s credentials, including factors such as diversity of background, experience, skill, age, race, ethnicity and gender. Although the Board of Directors does not have a ~~specific~~written diversity policy, ~~regarding~~the Governance Committee evaluates the current composition of the Board with a view toward having the Board reflect a diverse mix of skills, experiences, backgrounds and opinions. Depending on the current composition of the Board of Directors, the Governance Committee may weigh certain factors, including those relating to diversity, ~~but considers race, ethnicity, gender, age, cultural background and professional experience in~~more or less heavily when evaluating ~~director candidates.~~

a potential candidate.

Experience, Qualifications and Skills Represented on Our Board of Directors

In addition to the general qualifications highlighted above, in light of the ~~Company’s~~Company's current needs and its business strategy, our Board of Directors has identified particular expertise, qualifications and skills that are important to be represented on our Board as a whole. The Board of Directors believes it is valuable to have a mix of individuals with expertise as senior executives in the areas of operations, finance, marketing and sales, consumer brands management, human resources, compensation and talent management; individuals with enterprise-level information technology expertise; and individuals with expertise in ~~emerging~~international market development, corporate strategy, corporate governance and risk management. The Board of Directors also believes it is important that a ~~significant~~meaningful number of our ~~Board members~~directors have operating knowledge of the industry in which the Company operates, ~~and~~general management experience or experience serving as a public company director.

~~2015~~ In accordance with the Company's Corporate Governance Principles, a director will not be nominated for election to the Board of Directors following his or her 74th birthday unless the full Board, upon the recommendation of the Governance Committee, determines that it is in the best interests of the Company and its stockholders to extend the director's service for an additional period of time. As a group, the members of the Board of Directors reflect the diverse mix of skills, experiences, backgrounds, and perspectives that the Board believes is optimal to foster an effective decision-making environment. Of our ten director nominees, two are women, one of whom chairs our Audit Committee. Two director nominees have ethnically diverse backgrounds.

2018 Board of Director Nominees

The Board of Directors proposes that each of the ten nominees named and described below be elected for a one-year term expiring at the ~~2016~~2019 annual meeting of stockholders or ~~until~~when his or her respective successor is duly elected and qualified. Proxies cannot be voted for more than the number of nominees proposed for election.

Each of our directors and director nominees possesses the judgment and business and educational background required and has a proven track record of success in his or her field as well as a reputation for integrity, honesty and adherence to high ethical standards. They each have business acumen and an ability to exercise sound judgment and a commitment of service to our Company, its stockholders and the Board of Directors. In addition, our

Our Board of Directors is comprised of individuals who collectively possess the particular experiences we consider important to be represented on our Board of Directors as a ~~whole as discussed under the heading “--Experience, Qualifications and Skills Represented on Our Board of Directors.”~~

The following paragraphs provide information about each director nominee’s age, positions held, principal occupation and business experience for the past five years, the year first elected as a director of ACCO Brands and the names of other publicly traded companies of which he or she currently serves as a director or has served as a director during the past five years.

Each of the nominees below has consented to serve a one-year term if elected. If any nominee should become unavailable to serve as a director, the Board of Directors may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board of Directors.

For information about the number of shares of common stock beneficially owned by each director see “Certain Information Regarding Security Holders.” There are no family relationships among any of the directors and executive officers of ACCO Brands.

~~The Board of Directors recommends that you vote FOR the election of all the nominees.~~

~~Boris Elisman, President and Chief Executive Officer, Director since 2013.~~Mr. Elisman, age 52, is the Company’s President and CEO. Prior to becoming our President and Chief Executive Officer (“CEO”) in March 2013, Mr. Elisman served as President and Chief Operating Officer of the Company from 2010 and was President, ACCO Brands Americas from 2008 to 2010. In 2008, he served as President of the Company’s Global Office Products Group and from 2004 to 2008, he served as President of the Company’s Computer Products Group. Prior to that time, Mr. Elisman held Vice President and General Manager positions in marketing and sales for the Hewlett-Packard Company from 2001 to 2004.

~~Robert J. Keller, Chairman of the Board, Director since 2005.~~Mr. Keller, age 61, has served as Chairman of the Board of Directors of the Company since October 2008. He served as Chief Executive Officer of the Company from October 2008 to March 2013 and as Executive Chairman from March 2013 to March 2015, when he retired as an executive officer of the Company and transitioned to his current role as non-executive Chairman of our Board. Prior to joining the Company, Mr. Keller served as President and Chief Executive Officer and as a director of APAC Customer Services, Inc. from March 2004 until February 2008 and served in various capacities at Office Depot, Inc., most recently as its President, Business Services Group.

~~George V. Bayly, Director since 2005.~~Mr. Bayly, age 72, is a private investor. Since August 2008, Mr. Bayly has served as Principal of Whitehall Investors LLC, a consulting and venture capital firm. Prior to that time, he served as Chairman and interim Chief Executive Officer of Altivity Packaging LLC, interim Chief Executive Officer of U.S. Can Corporation, and Chairman, President and Chief Executive Officer of Ivex Packaging Corporation, a specialty packaging company. Mr. Bayly was a director of General Binding Corporation from 1998 until August 2005, when it was acquired by the Company. He is currently a director of TreeHouse Foods, Inc., and was a director of CCL Industries, Inc. from 2009 to 2013 and a director of Graphic Packaging Holding Company from 2008 until February 2014.

~~James A.~~~~Buzzard, Director since 2012.~~Mr. Buzzard, age 60, served as President of MeadWestvaco Corporation (“MWV”) from 2003 until his retirement in March 2014 and was responsible for global operations, including Packaging, Specialty Chemicals, Technology and Supply Chain. Mr. Buzzard began his career with Westvaco in 1978 and held positions of increasing responsibility over many years.

~~Kathleen S. Dvorak, Director since 2010~~. Ms. Dvorak, age 58, is Executive Vice President and Chief Financial Officer of Richardson Electronics, Ltd., a global provider of engineered solutions and a leading distributor of electronic components to the electron device marketplace. Ms. Dvorak has responsibility for Finance, Information Technology, Human Resources and Legal. Previously, she was Senior Vice President and Chief Financial Officer of United Stationers Inc., an office products wholesaler and distributor from 2001 until 2007.

~~Robert H. Jenkins, Director since 2007.~~Mr. Jenkins, age 72, is our Presiding Independent Director. Mr. Jenkins is retired. He served as Chairman, President and Chief Executive Officer of Sundstrand Corporation from 1997 to 1999 and as its President and Chief Executive Officer from 1995 to 1997. Sundstrand is an aerospace and industrial company that merged with United Technologies Corporation in June 1999, forming Hamilton Sundstrand Corporation. Mr. Jenkins is currently a director of AK Steel Holding Corporation, Clarcor, Inc. and Jason Industrial, Inc.

~~Pradeep Jotwani, Director since 2014.~~Mr. Jotwani, age 60, is a Senior Vice President at Hewlett-Packard Company, where he has worked since 1982, except for the period between 2007 and 2012. From 2010 until 2012, he served as Senior Vice President at Eastman Kodak Company, which filed for bankruptcy in 2012. Mr. Jotwani served on the board of RealNetworks from 2007 to 2010 and from 2009 until 2010 he served on the boards of Westinghouse Solar and two private firms and worked as an operating executive at Vector Capital, a private equity firm.

~~Thomas Kroeger, Director since 2009.~~Mr. Kroeger, age 66, is President of Spencer Alexander Associates, which provides management consulting and executive recruiting services. Spencer Alexander Associates is affiliated with Howard & O’Brien Associates, a retained executive search firm. He is also a member of the Operating Council of Kirtland Capital Partners, a private equity firm and currently serves as a director of Precision Dialog Holdings LLC. Previously, Mr. Kroeger served as chief human resources officer for each of Invacare Corporation, Office Depot, Inc. and The Sherwin-Williams Company. In each of these positions he was also a member of the executive committee.

~~Michael Norkus, Director since 2009.~~Mr. Norkus, age 68, is President of Alliance Consulting Group, a business strategy consulting firm. Prior to founding Alliance Consulting Group in 1986, Mr. Norkus was Vice President and director of The Boston Consulting Group, where he served for 11 years. Mr. Norkus also currently serves as a director of Genesee & Wyoming, Inc. and served as a director of Overland Storage, Inc. from 2004 to 2011.

~~E. Mark Rajkowski, Director since 2012.~~Mr. Rajkowski, age 56, has been Senior Vice President and Chief Financial Officer of MWV since 2004. He began his career with PricewaterhouseCoopers LLP in 1981, last serving as the managing partner for the Upstate New York Technology Industry Group, and held financial and operating positions of increasing responsibility at Eastman Kodak Company prior to joining MWV.

whole. The table below highlights the primary reasons each individual was selected as a director nominee relative to our desired criteria for a diverse, well-balanced Board of Directors and the particular expertise, qualifications and skills we believe should be represented on our Board of Directors. Many of our directors have experience and expertise beyond those noted below. The table is intended to highlight the specific, unique characteristics which led to each ~~individual’s selection.~~

	~~Boris Elisman~~	~~Robert J. Keller~~	~~George V. Bayly~~	~~James A. Buzzard~~	~~Kathleen S. Dvorak~~	~~Robert H. Jenkins~~	~~Pradeep~~ ~~Jotwani~~	~~Thomas Kroeger~~	~~Michael Norkus~~	~~E. Mark Rajkowski~~
~~Senior Operating Executive Expertise~~	√	√	√	√		√	√
~~Senior Financial Executive Expertise~~					√					√
~~Senior Marketing/Sales Executive Expertise~~	√	√		√			√
~~Senior HR/Compensation/Talent Development~~								√
~~Operating Knowledge of Company’s Industry~~	√	√	√	√	√		√	√
~~Public Company Directorship Experience~~			√			√		√
~~Enterprise Level Information Technology Expertise~~					√
~~International Market Development Expertise~~	√			√			√		√	√
~~Corporate Strategy Development Expertise~~		√							√	√
~~Corporate Governance Expertise~~			√			√		√	√
~~Risk Management Expertise~~					√	√			√	√

individual's selection as a nominee and highlight the collective strength of our Board's experience and expertise.

	Boris Elisman	James A. Buzzard	Kathleen S. Dvorak	Pradeep Jotwani	Robert J. Keller	Thomas Kroeger	Ron Lombardi	Graciela Monteagudo	Hans Michael Norkus	E. Mark Rajkowski
Director Since	2013	2012	2010	2014	2005	2009	2018	2016	2009	2012
Age	55	63	61	63	64	69	54	51	71	59
Gender	M	M	F	M	M	M	M	F	M	M
Ethnically Diverse				✓				✓
Senior Operating Executive Expertise	✓	✓			✓		✓	✓
Senior Financial Executive Expertise			✓				✓			✓
Senior Marketing/Sales Executive Expertise	✓	✓		✓				✓
Senior HR/ Compensation/ Talent Development Expertise						✓
Consumer Brand Expertise				✓			✓	✓	✓
Operating Knowledge of Company's Industry	✓	✓	✓		✓	✓
Public Company Directorship Experience				✓	✓	✓
Enterprise Level Information Technology Expertise			✓							✓
International Market Development Expertise	✓	✓		✓				✓	✓
Corporate Strategy Development Expertise					✓		✓		✓	✓
Corporate Governance Expertise						✓			✓
Risk Management Expertise			✓							✓

The following paragraphs provide information about each director nominee’s background, including positions held, principal occupation and business experience for the past five years, and the names of other publicly traded companies for which he or she currently serves as a director or has served as a director during the past five years. For information about the number of shares of common stock beneficially owned by each director see "Certain Information Regarding Security Holders." There are no family relationships among any of the directors and executive officers of ACCO Brands.

The Board of Directors recommends that you vote FOR the election of all the nominees.

Boris Elisman, Chairman of the Board, President and Chief Executive Officer. Mr. Elisman is the Company's Chairman of the Board, President and Chief Executive Officer. Mr. Elisman was appointed as Chairman of the Board in May 2016. Prior to becoming our President and CEO in March 2013, Mr. Elisman served as President and Chief Operating Officer of the Company from 2010 and was President, ACCO Brands Americas from 2008 to 2010. In 2008, he served as President of the Company's Global Office Products Group and from 2004 to 2008, he served as President of the Company's Computer Products Group.

James A. Buzzard. Mr. Buzzard served as President of MeadWestvaco Corporation, a producer of packaging, specialty papers, consumer and office products, and specialty chemicals ("MWV") from 2003 until his retirement in March 2014 and was responsible for global operations, including Packaging, Specialty Chemicals, Technology and Supply Chain. Mr. Buzzard began his career with Westvaco in 1978 and held positions of increasing responsibility over many years, including as Executive Vice President responsible for MWV's Consumer and Office Products Group.

Kathleen S. Dvorak. Ms. Dvorak served as Executive Vice President and Chief Financial Officer of Richardson Electronics, Ltd., a global provider of engineered solutions and a leading distributor of electronic components to the electron device marketplace from 2007 until her retirement in August 2015. Previously, she was Senior Vice President and Chief Financial Officer of Essendant Inc. (f/k/a/ United Stationers Inc.), an office products wholesaler and distributor. Ms. Dvorak has a certificate in Cybersecurity Oversight from the National Association of Corporate Directors.

Pradeep Jotwani. Mr. Jotwani had a long and successful career at Hewlett-Packard Company ("HP") serving in a number of different capacities from 1982 to 2007 and again from 2012 until July 2015. Among his responsibilities at HP were founding and serving as President of HP’s Consumer Business and setting up and serving as the Senior Vice President of Printing Supplies. When he retired from Hewlett-Packard in July 2015, he was the Senior Vice President, LaserJet and Enterprise Solutions. Between 2010 and 2012, he served as Senior Vice President and Chief Marketing Officer at Eastman Kodak Company, which filed for bankruptcy in 2012. In 2016 and 2017, Mr. Jotwani was a Fellow at the Distinguished Careers Institute at Stanford University.

Robert J. Keller. Mr. Keller served as Chairman of the Board of Directors of the Company from October 2008 until his retirement in May 2016, and as Chief Executive Officer of the Company from October 2008 to March 2013. Prior to joining the Company, Mr. Keller served as President and Chief Executive Officer and as a director of APAC Customer Services, Inc. and served in various capacities at Office Depot, Inc., most recently as its President, Business Services Group.

Thomas Kroeger. Mr. Kroeger served as President of Spencer Alexander Associates, which provided management consulting and executive recruiting services from January 2004 until his retirement in March 2017. Mr. Kroeger previously served as chief human resources officer for each of Invacare Corporation, Office Depot, Inc. and The Sherwin-Williams Company. In each of these positions he was also a member of each company's executive committee.

Ron Lombardi. Mr. Lombardi is Chairman, President and Chief Executive Officer of Prestige Brands Holdings, Inc., which markets and distributes brand-name, over-the-counter healthcare and household cleaning products throughout the United States and in certain international markets. He was elected Chairman of the Board of Prestige Brands in May 2017 and has served as a director and as President and Chief Executive Officer since June 2015. Prior to this role, Mr. Lombardi served as Prestige Brands’ Chief Financial Officer from December 2010 until November 2015. Previously, Mr. Lombardi served as Chief Financial Officer of Medtech Group Holdings, a components and contract medical device manufacturer, from October 2010 to December 2010, and as Chief Financial Officer of Waterbury International Holdings, a specialty chemical and pest control business, from October 2009 to October 2010.

Graciela Monteagudo. Ms. Monteagudo is Chief Executive Officer of LALA U.S., a dairy company focused on manufacturing and selling drinkable yogurts and value-added specialty milks. Ms. Monteagudo served as Senior Vice President and President, Americas for Mead Johnson Nutrition Company from July 2015 to February 2017 where she was responsible for Mead Johnson’s businesses in North America and Latin America. Between May 2012 and June 2015, Ms. Monteagudo served as Mead Johnson’s Senior Vice President and General Manager, North America and Global Marketing. Prior to that, Ms. Monteagudo served in several capacities for Walmart Mexico, most recently as Senior Vice President and Business Unit Head, Sam’s Club.

Hans Michael Norkus. Mr. Norkus has served as President of Alliance Consulting Group, a business strategy consulting firm since April 1986. Prior to founding Alliance Consulting Group, Mr. Norkus was Vice President and director of The Boston Consulting Group, where he served for 11 years. Mr. Norkus also currently serves as a director of Genesee & Wyoming, Inc.

E. Mark Rajkowski. Mr. Rajkowski has served as Senior Vice President and Chief Financial Officer of Xylem Inc., a global water technology company, since March 2016. Mr. Rajkowski served as Senior Vice President and Chief Financial Officer of MWV from 2004 until July 2015. He began his career with PricewaterhouseCoopers LLP in 1981, last serving as the managing partner for the Upstate New York Technology Industry Group, and held financial and operating positions of increasing responsibility at Eastman Kodak Company prior to joining MWV.

Each of our director nominees possesses the judgment and business and educational background required, has a proven track record of success in his or her field as well as a reputation for integrity, honesty and adherence to high ethical standards. They each have business acumen, an ability to exercise sound judgment and a commitment of service to our Company, its stockholders and the Board of Directors.

Each of the director nominees has consented to serve a one-year term if elected. If any director nominee should become unavailable to serve as a director, the Board of Directors may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board of Directors. Additionally, in accordance with the Company’s Corporate Governance Principles, each director nominee has submitted a contingent, irrevocable resignation that the Board may accept if the nominee fails to receive the required vote for re-election. In that situation, the Governance Committee (or a special committee consisting solely of independent directors not subject to a failed vote) would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. The Board would then act on this recommendation within 90 days of the date that the election results were certified, and the Company would promptly publicly disclose the Board’s decision.

During ~~2014,~~2017, there were six meetings of the Board of Directors. Each director attended ~~at least~~more than 75% of the total number of meetings of the Board of Directors and the committees of the Board of Directors ofon which ~~the~~such director ~~was a member.~~served. In addition to participation at Board of Directors and committee meetings, our directors ~~discharge~~discharged their responsibilities throughout the year through personal meetings and other communications, including considerable telephone contact with our Chairman ~~our~~and CEO and ~~others~~other members of senior management regarding matters of interest and concern to ACCO Brands.

CORPORATE GOVERNANCE

The Board of Directors has adopted Corporate Governance Principles to assist it in the exercise of its responsibility to oversee the performance of the ~~Company’s~~Company's management for the benefit of the ~~Company’s~~Company's stockholders and the ~~maximization~~creation of stockholder value. These principles, along with the charters of the Board of ~~Directors’~~Directors' committees and other key policies and practices of the Board of Directors, are intended to provide a framework for the governance of the Company.

Director Independence

The Corporate Governance Principles provide that a majority of the members of the Board of Directors, and each member of the Audit, Compensation, and Governance Committees, must meet certain criteria for independence. Based on the NYSE independence requirements, the Corporate Governance Principles (which are available on our website,www.accobrands.com) set forth certain standards to assist the Board of Directors in determining director independence. The Corporate Governance Principles provide that a director will be considered independent only if the Board of Directors affirmatively determines that the director has no material relationship with the Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company. In addition, the Corporate Governance Principles provide that under no circumstances will a director be considered independent if:


	(a)	the director is a current employee of the Company or any of its subsidiaries, or has an immediate family member who is a current executive officer of the Company or any of its subsidiaries;


	(b)	the director is a former employee, or any immediate family member is a former executive officer, of the Company or its subsidiaries, until three years after the employment has ended;


	(c)	the director (1) is a current partner or employee of the firm that is the ~~Company’s~~Company's internal or external auditor; (2) has been within the last three years, or has an immediate family member that has been within the last three years, a partner or employee of such firm and worked on the ~~Company’s~~Company's audit during that time; or (3) has an immediate family member who is currently, or within the last three years has been, an employee of such firm and participates in the audit, assurance or tax compliance (but not tax planning) practice;


	(d)	the director or an immediate family member has been within the last three years employed as an executive officer of another company where any of the ~~Company’s~~Company's present executive officers serves or has served at the same time on that ~~company’s~~company's compensation committee;


	(e)	~~each~~in any year, the director or any immediate family member receives, or in any twelve-month period within the last three years has received, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on future service); and


	(f)	the director is a current employee, or any immediate family member is a current executive officer, of a company that makes payments to, or receives payments from, the Company for property or services in an amount that exceeds, in any of the last three fiscal years, the greater of $1 million or 2% of the other ~~company’s~~company's consolidated gross revenues.

Each currently serving member of the Board of Directors, other than ~~Messrs.~~Mr. Elisman, ~~and Keller,~~ has been affirmatively determined by the Board of Directors to be independent as defined in the Corporate Governance Principles and in accordance with NYSE independence requirements. ~~Sheila G. Talton, who served~~

During 2017, Mr. Keller was not independent as ~~a member of the Board of Directors during 2014 and resigned as a director on March 16, 2015, was also affirmatively determined by the Board of Directors to be independent.~~

In reaching this conclusion as it relates to Messrs. Buzzard and Rajkowski, the Board considered the fact that during 2014, the Company purchased coated paper products from MWV. See “Transactions with Related Persons.” Mr. Rajkowski is, and until March 31, 2014 Mr. Buzzard was, an executive officer of MWV. After considering all the facts and circumstances related to this transaction, the Board of Directors concluded that its existence did not impair Messrs. Buzzard’s and Rajkowski’s independence.

~~Mr. Norman H. Wesley~~he had served as our ~~Presiding Independent Director until May 2014, when he~~Executive Chairman within the past three years. Effective March 13, 2018, the third anniversary of his retirement from that position, Mr. Keller was determined to be independent according to NYSE independence requirements. Additionally, former directors George V. Bayly and Robert H. Jenkins, each of whom retired ~~and Mr. Jenkins became our Presiding Independent Director. Mr. Jenkins also served~~effective as ~~our Presiding Independent Director from September 2008 to May 2013. The Presiding Independent Director presides at all executive sessions~~ of the ~~independent directors. Executive sessions of independent directors are held at every regularly scheduled meeting~~date of the ~~Board of Directors. In 2014, each regularly scheduled Board meeting included an~~2017 Annual Meeting, were determined to be independent ~~director executive session.~~

during their 2017 tenure.

Stockholder Communication

The Board of Directors and management encourage communication from our stockholders. Stockholders who wish to communicate with our management should direct their communication to the Chairman or the Office of the Corporate Secretary, Four Corporate Drive, Lake Zurich, Illinois 60047. Stockholders and other interested parties who wish to communicate with the non-employee or independent directors, any individual director or the ~~Presiding~~Lead Independent Director should direct their communication ~~c/o~~

care of the Office of the Corporate Secretary at the address above. The Corporate Secretary will forward to our ~~Presiding~~Lead Independent Director any communications intended for the full Board of Directors, for the non-employee or independent directors as a group, or for the ~~Presiding~~Lead Independent Director. Communications intended for an individual director will be forwarded directly to that director. If multiple communications are received on a similar topic, the Corporate Secretary may, in her discretion, forward only representative correspondence. Any communications that are unrelated to the Company or Board business or that are abusive, inappropriate or in bad taste or present safety, security or privacy concerns may be handled differently.

Annual Meeting Attendance

We do not have a formal policy requiring members of the Board of Directors to attend ~~stockholders’~~stockholders' annual meetings, although all directors are expected to attend. All of the ~~directors~~director nominees serving on the Board of Directors at the time of the ~~2014~~2017 annual meeting of stockholders ~~(other than Mr. Norman H. Wesley and Mr. G. Thomas Hargrove, both of whom retired following~~attended the ~~meeting) were in attendance.~~

2017 annual meeting.

Board of ~~Directors’~~Directors' Leadership Structure

Chairman and CEO

The Board of Directors regularly evaluates whether it is in the best interests of the Company for the positions of Chairman and CEO to be separate or combined. In ~~March 2013, upon the appointment of Mr. Elisman as our CEO, we separated the role of Chairman and CEO, with Mr. Keller being appointed as the Company’s Chairman.~~

~~Separating~~May 2016, it was determined to combine the roles of Chairman and CEO ~~enables~~and Mr. Elisman, our CEO, was appointed Chairman. The decision to ~~focus his attention on his responsibilities as CEO while~~combine the roles reflected the successful transition of the Company’s leadership to Mr. ~~Keller’s~~Elisman during the three years since he first assumed the position of CEO. We believe that having a single leader for the Company is advisable in order to convey to our customers, business partners, investors and other stakeholders strong, unified leadership.

Lead Independent Director

Mr. Elisman’s role as ~~Chairman provides continuity in leadership of~~both the Board of Directors. The Board believes Mr. Keller’s continued service as a director is valuable to the Company given his familiarity with the Company’s overall business and its short- and long-term strategies. As CEO, Mr. Elisman reports directly to the Board of Directors.

~~Although the roles of~~ Chairman and CEO ~~have been separated, Mr. Keller~~ is ~~not independent. Accordingly, we continue to have a Presiding~~appropriately balanced by the role of the Lead Independent Director, who presides at meetings of all ~~independent~~non-employee directors in executive session. This allows directors to speak candidly on any matter of interest, without the Chairman ~~the~~and CEO or other members of management present. ~~Mr. Jenkins, our Presiding~~The Lead Independent Director works closely with ~~Messrs. Keller and~~Mr. Elisman in establishing the agenda for each meeting of the Board of Directors and acts as a conduit for contact between ~~Messrs. Keller and~~Mr. Elisman and the other directors. ~~The Presiding~~

Mr. Buzzard currently serves as our Lead Independent ~~Director, although not required to do so, also endeavors to attend as many~~Director. Executive sessions of non-employee directors are held at every regularly scheduled meeting of the Board ~~committee meetings as possible.~~

of Directors. In 2017, each regularly scheduled Board meeting included a non-employee director executive session, which for certain sessions only the independent directors of the Board attended.

Independent Committee Structure

Further, ~~it is our~~we view ~~that~~ the independent members of our Board of Directors and the four standing Board committees ~~provide~~as providing appropriate oversight and ~~an effective~~further balance to ~~our~~the combined Chairman and ~~our~~ CEO ~~roles.~~role. For additional information regarding the roles and responsibilities of our Audit Committee, Compensation Committee, Governance Committee, and Finance and Planning Committee (the ~~“Finance Committee”~~"Finance Committee"), see ~~“--Committees.”~~"Committees." The Chairman and ~~the~~ CEO dodoes not serve on any of our standing committees and, as discussed in more detail below, the entire Board of Directors is actively involved in overseeing our risk management. We believe the independent composition of our principal Board committees, together with the ~~Presiding~~Lead Independent Director, ~~function,~~ provides balanced leadership and consistent, effective oversight of our management and our ~~company.~~

Company.

Risk Oversight

Our ~~entire~~ Board of Directors ~~is actively involved~~believes that an effective enterprise risk management program ("ERM") will identify in ~~risk management. Operational~~a timely manner the material risks we face, and ~~strategic presentations by~~communicate necessary information about those risks to senior management and, as appropriate, to the Board of Directors ~~include consideration~~or its relevant committees. Additionally, our Board of Directors believes an effective ERM will support the ~~challenges~~implementation of appropriate and responsive risk management strategies, and integrate risk management into our decision-making. Our senior management has primary responsibility for managing enterprise risks as well as the day-to-day risks associated with our business, including strategic, operational, financial, legal, regulatory, technology, geo-political, reputational, and emerging risks.

Our Board is responsible for the oversight of our risk management. Our ERM includes policies and procedures designed to help identify, evaluate, monitor, manage and mitigate the major internal and external risks we are exposed to in our business and to align risk-taking appropriately with our efforts to increase stockholder value. The Board currently oversees our risk management

primarily through the ~~Board of Directors~~Governance Committee which oversees the ERM policies and procedures established by management ~~actively engage in discussions on these topics. At least annually, the Board of Directors reviews management’s long-term strategic plans~~ and the ~~risks associated with carrying out those plans. The presentation for that strategic review is compiled by senior management~~delegation of specific areas of risk to other Board committees, as well as through the Audit Committee which receives regular reports from the Company's Vice President of Internal Audit and ~~approved~~its General Counsel. Our Board receives regular reports from each Board committee regarding topics discussed at the committee meetings, which include the areas of risk overseen by the ~~CEO.~~

committees.

Governance Committee: In addition to overseeing our ERM policies and procedures, our Governance Committee is responsible for reviewing management's activities in the areas of product liability/safety, and anti-corruption and bribery. Our Governance Committee also oversees ~~our enterprise risk management activities and management’s~~management's administration of the ~~Company’s~~Company's corporate social responsibility and sustainability ~~programs. Each~~programs and periodically reviews the structure of our ~~other Board~~Board's committees and charters to ensure appropriate oversight of ~~Directors’ committees also considers risk within its area of responsibility.~~ risk.

Audit Committee: Our Audit Committee oversees certain financial ~~risk~~risks associated with the preparation of the Company's financial statements and ~~reviews legal and~~our financial compliance ~~matters and~~activities, including the adequacy of our internal controls over financial reporting, ~~and~~our disclosure controls and procedures ~~including~~and our

information technology general controls. The Audit Committee also ~~periodically requests~~oversees management actions and controls related to ~~address specific risk issues, including~~cyber and data security ~~at its meetings. The~~risks, disaster recovery and business continuity.

Finance Committee: Our Finance Committee assists in monitoring and overseeing financial ~~risk~~risks with respect to the ~~Company’s~~Company's capital structure, investments, use of derivatives and hedging instruments, currency exposure and other business and financing plans and ~~policies, as well as financing requirements. Likewise, our~~policies.

Compensation Committee: Our Compensation Committee considers risk and structures our executive compensation programs with an eye to providing incentives to appropriately reward executives for growing stockholder value without undue risk taking. It reviews, at least annually, the relationship between the Company's ERM, corporate strategy and executive compensation. See ~~“Compensation~~"Compensation Discussion and Analysis--Discussion and ~~Analysis--Role~~Analysis--Compensation Risk Assessment." Oversight of ~~Our~~the Company’s succession planning also is included in the Compensation ~~Consultant~~Committee’s risk oversight responsibilities.

In addition to the activities undertaken by each of the Board committees, the Board as a whole participates in regular discussions among directors and ~~Management.” Our Governance Committee periodically~~with senior management with respect to several core subjects in which risk oversight is an inherent element, including strategy, operations, finance, mergers and acquisitions and legal matters. Operational and strategic presentations to the Board include consideration of the challenges and risks to our business. At least annually, our Board reviews management's long-term strategic plans and the ~~structure of our Board’s committees and charters to ensure appropriate oversight of risk.~~

risks associated with carrying out these plans.

Committees

The Board of Directors has established an Audit Committee, a Compensation Committee, a Governance Committee and a Finance Committee, each of which operates pursuant to a written charter that is available on our website (www.accobrands.com). The Company also has an Executive Committee that consists of Messrs. ~~Keller~~Norkus (Chairperson), Elisman, Keller and ~~Jenkins.~~Buzzard. The Executive Committee has all the power and authority of the Board of Directors except for specific powers that ~~by law~~ must be exercised by the entire Board of Directors. Although Messrs. Buzzard and Rajkowski are independent under our Corporate Governance Principles and the NYSE standards, the Board of Directors decided that neither of them should serve on the Compensation Committee, Governance Committee or

Audit Committee respectively, as an acknowledgment that some third parties may not consider them independent for a period of time due to their employment with MWV prior to the merger of a subsidiary of the Company with the consumer office products division of MWV in May 2012 (the “Mead C&OP Merger”).


*~~Audit Committee~~*

Members		The members of the Audit Committee are Ms. Dvorak (Chairperson), ~~Mr. Jotwani~~Ms. Monteagudo, and Mr. ~~Jenkins, who joined the Audit Committee following Ms. Talton’s resignation as a director in March 2015.~~Rajkowski. Each member meets ~~and during her tenure Ms. Talton met,~~ the independence standards of our Corporate Governance Principles and the NYSE and the independence standards under Rule ~~10A-3~~10A‑3 under the Securities Exchange Act of 1934 (the ~~“Exchange Act”~~"Exchange Act"). Each member meets ~~and during her tenure Ms. Talton met,~~ the financial literacy requirements of the NYSE and ~~has~~Ms. Dvorak and Mr. Rajkowski have been determined by the Board of Directors to be ~~an “audit~~"audit committee financial ~~expert”~~experts" as defined in Item 407(d)(5)(ii) of Regulation ~~S-K~~S‑K under the Exchange Act.



Number of Meetings Last Year	Eleven

	~~Nine~~

Primary Functions		Oversees (1) the integrity of our financial statements and our accounting and financial reporting processes, (2) the independence and qualifications of our independent auditors, (3) the performance of the independent auditors and our ~~internal audit function, and (4) our compliance with legal and regulatory requirements. As part of its responsibilities, the Audit Committee, among other things:~~

		•	retains and oversees an independent, registered public accounting firm to serve as the Company’s independent auditors to audit our financial statements and monitors the independence and performance of our independent auditors;

		•	~~approves the scope of audit work and reviews reports and recommendations of our independent auditors;~~

		•	~~meets separately with our independent auditors on a quarterly basis;~~

		•	~~reviews the annual internal audit plan, summaries of key reports and updates on the results of internal audit work;~~

		•	~~reviews internal audit staffing levels, qualifications and annual expense budgets;~~

internal audit function, and (4) our compliance with legal and regulatory requirements not specifically delegated to other Board committees. As part of its responsibilities, the Audit Committee, among other things:

retains and oversees an independent, registered public accounting firm to serve as the Company's independent auditors to audit our financial statements and monitors the independence and performance of our independent auditors;

approves the scope of audit work and reviews reports and recommendations of our independent auditors;

meets separately with our independent auditors on a quarterly basis;

reviews the annual internal audit plan, summaries of key reports and updates on the results of internal audit work;

reviews internal audit staffing levels, qualifications and annual expense budgets;

pre-approves all audit and permissible non-audit services to be provided by our independent auditors in accordance with policies and procedures established and maintained by the Audit Committee;

reviews and discusses with management our financial statements and quarterly and annual reports to be filed with the SEC, our earnings announcements and related materials;

reviews and discusses with management the adequacy and effectiveness of our disclosure controls and procedures and our internal control over financial reporting, including any material weaknesses, significant deficiencies or changes in internal controls;

discusses with our independent auditors our annual and quarterly financial statements;

reviews our policies regarding financial risk assessment and risk management and discusses with management the Company's financial risk exposures and actions taken to monitor and control such exposures;

establishes and oversees procedures for receiving and responding to concerns regarding accounting, internal control over financial reporting and auditing matters; and

reviews and approves (or ratifies where appropriate) certain related-party transactions.

Compensation Committee


	•	~~pre-approves all audit and permissible non-audit services to be provided by our independent auditors in accordance with policies and procedures established and maintained by the Audit Committee;~~

	•	~~reviews and discusses with management our financial statements and quarterly and annual reports to be filed with the SEC, our earnings announcements and related materials;~~

	•	reviews and discusses with management the adequacy and effectiveness of our disclosure controls and procedures and our internal control over financial reporting, including any material weaknesses, significant deficiencies or changes in internal controls;

	•	~~discusses with our independent auditors our annual and quarterly financial statements;~~

	•	~~reviews our policies regarding financial risk assessment and risk management and discusses with management financial risk exposure and controls;~~

	•	~~establishes and oversees procedures for receiving and responding to concerns regarding accounting, internal accounting controls and auditing matters; and~~

	•	~~reviews and approves (or ratifies where appropriate) certain categories of related-party transactions.~~

*~~Compensation Committee~~*

Members	The members of the Compensation Committee are Messrs. Kroeger (Chairperson), ~~Bayly~~Buzzard, Jotwani and Norkus. Each member meets the independence standards of our Corporate Governance Principles and the NYSE, as well as qualifies as a ~~“non-employee director”~~"non-employee director" within the meaning of Rule 16b-3 promulgated under the Exchange Act and as an ~~“outside director”~~"outside director" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the ~~“Code”~~"Code").


Number of Meetings Last Year	Seven

	~~Seven~~

Primary Functions		Oversees compensation and benefit programs for our executive officers and other members of senior management with a view towards attracting, motivating, and retaining high-quality leadership and compensating those individuals in a manner that is aligned with ~~stockholders’~~stockholders' interests, consistent with competitive practices, commensurate with performance and in compliance with the requirements of appropriate regulatory bodies. As part of its responsibility the Compensation Committee, among other things:

		•	~~establishes the Company’s compensation philosophy;~~

		•	~~annually reviews and recommends to the Board of Directors the compensation of our CEO and evaluates his performance against incentive goals established by the Compensation Committee;~~

		•	~~establishes and approves the compensation for our other executive officers;~~

		•	administers, reviews and exercises the Board of Directors’ authority with respect to equity-based, and annual and long-term incentive compensation plans of the Company; determines and approves, or recommends for approval, grants of awards under such plans to executive officers; and

considers say-on-pay vote outcomes and shareholder engagement feedback on pay program;

reviews and approves compensation peer group used to benchmark executive pay levels, design practices and performance;

establishes the Company's compensation philosophy;

annually reviews and recommends to the Board of Directors the compensation of our CEO and evaluates his performance against incentive goals;

establishes and approves the compensation for our other executive officers;

administers, reviews and exercises the Board of Directors' authority with respect to equity-based, and annual and long-term incentive compensation plans of the Company; determines and approves, or recommends for approval, grants of awards under such plans to executive officers; and delegates, at its discretion, to the CEO the authority to grant equity-based and incentive awards to non-executive employees;

exercises the Board of Directors' authority with respect to the oversight and, where applicable, administration of the Company's health and benefit and defined benefit, retirement and supplemental retirement plans, including the Company's 401(k) plan;

exercises the Board of Directors' authority with respect to employment, compensation, severance and change-in-control arrangements or agreements with executive officers, and, if applicable, other key employees as it may determine, and oversees management's administration of such agreements or arrangements;

oversees the succession planning processes for executive officers and assists the Board of Directors in establishing such processes for our CEO;

oversees risk management with respect to the Company's compensation policies and practices; and

establishes and reviews guidelines requiring our executives and other officers to maintain certain levels of stock ownership in the Company.

Corporate Governance and Nominating Committee

			~~delegates, at its discretion, to the CEO the authority to grant equity-based and incentive awards to non-executive employees;~~

		•	exercises the Board of Directors’ authority with respect to the oversight and, where applicable, administration of the Company’s health and benefit and defined benefit, retirement and supplemental retirement plans, including the Company’s 401(k) plan;

		•	exercises the Board of Directors’ authority with respect to employment, compensation, severance and change-in-control arrangements or agreements with executive officers, and, if applicable, other key employees as it may determine, and oversees management’s administration of such agreements or arrangements;


	•	~~oversees the succession planning processes for executive officers and assists the Board of Directors in establishing such processes for our CEO;~~

	•	~~oversees risk management with respect to the Company’s compensation policies and practices; and~~

	•	~~establishes and reviews guidelines requiring our executives and other officers to maintain certain levels of stock ownership in the Company.~~

*~~Corporate Governance and Nominating Committee~~*

Members	The members of the Governance Committee are Messrs. ~~Norkus~~Jotwani (Chairperson), ~~Bayly, Jotwani~~Buzzard and Kroeger. Each member meets the independence standards of our Corporate Governance Principles and the NYSE.


Number of Meetings Last Year	Seven

	~~Seven~~

Primary Functions		Develops and oversees the ~~Company’s~~Company's corporate governance policies and provides advice with respect to corporate governance, the rights and interests of stockholders, and the organization, evaluation and functioning of the Board of Directors and its committees. The Governance Committee also identifies, reviews and recommends candidates for election to the Board of Directors and its committees. As part of its responsibility, the Governance Committee, among other things:

		•	~~annually reviews and recommends changes to the Company’s corporate governance principles;~~

		•	~~reviews and provides recommendations with respect to the composition and structure of the Board of Directors and the duties, powers, composition and structure of the Board’s committees;~~

		•	establishes and reviews criteria relating to the qualifications, candidacy, service and tenure of directors and the procedures for the consideration of director candidates recommended by the Company’s stockholders;

		•	~~identifies and evaluates potential director candidates and recommends nominees for election or re-election as members of the Board of Directors;~~

		•	~~establishes and reviews criteria and qualifications for membership on Board’s committees and recommends directors for membership on such committees;~~

		•	~~manages the annual performance review process of the Board of Directors and the Board’s committees;~~

Directors and its committees. The Governance Committee also identifies, reviews and recommends candidates for election to the Board of Directors and its committees. As part of its responsibility, the Governance Committee, among other things:

annually reviews and, if desirable, recommends changes to the Company's Corporate Governance Principles;

reviews and provides recommendations with respect to the composition and structure of the Board of Directors and the duties, powers, composition and structure of the Board's committees;

establishes and reviews criteria relating to the qualifications, candidacy, service and tenure of directors and the procedures for the consideration of director candidates recommended by the Company's stockholders;

identifies and evaluates potential director candidates and recommends nominees for election or re-election as members of the Board of Directors;

establishes and reviews criteria and qualifications for membership on Board's committees and recommends directors for membership on such committees;

together with our Lead Independent Director, manages the annual performance review process of the Board of Directors and the Board's committees;

annually reviews and, if desirable, makes recommendations regarding compensation arrangements for non-employee directors, and administers the Company's non-employee director deferred compensation plan;

develops, recommends and periodically reviews the non-employee director stock ownership guidelines; and

oversees management's administration of the Company's ERM, corporate social responsibility and sustainability programs.

Finance and Planning Committee


	•	~~annually reviews and makes recommendations regarding compensation arrangements for non-employee directors, and administers the Company’s non-employee director deferred compensation plan;~~

	•	~~develops, recommends and periodically reviews the non-employee director stock ownership guidelines; and~~

	•	~~oversees management’s administration of the Company’s enterprise risk management, corporate social responsibility and sustainability programs.~~

*~~Finance and Planning Committee~~*

Members	The members of the Finance Committee are Mr. Rajkowski (Chairperson), Ms. Dvorak, Mr. Norkus and ~~Mr. Jenkins, who joined the Finance Committee following~~ Ms. ~~Talton’s resignation as a director in March 2015.~~Monteagudo. Each member meets ~~and during her tenure Ms. Talton met,~~ the independence standards of our Corporate Governance Principles and the NYSE.


Number of Meetings Last Year	Five

	~~Five~~

Primary Functions		Assists the Board of Directors in fulfilling its responsibilities to monitor and oversee the ~~Company’s~~Company's financial affairs with respect to the ~~Company’s~~Company's capital structure, investments, business and financing plans and policies, as well as financing requirements. The Finance Committee also evaluates specific financial proposals, plans, strategies, transactions and other initiatives. As part of its responsibility the Finance Committee, among other things:

		•	reviews the capital structure and financing requirements of the Company, as well as the Company’s debt ratings and bank credit facility arrangements, and makes recommendations to management concerning the Company’s liquidity needs;

		•	reviews and approves the Company’s policies related to use of hedging and derivative instruments, including, among other things, approving any future authorizations for the Company and its subsidiaries to enter into swaps;

		•	~~reviews and makes recommendations to management regarding the annual business plan;~~

		•	reviews and makes recommendations to management on any proposals for equity and debt transactions under consideration, including, but not limited to, issuances, repurchases, redemptions, retirements and recapitalizations;

		•	reviews and makes recommendations to management on any strategic actions under consideration, including any proposed acquisitions, divestitures, mergers, strategic alliances, investments or other actions to maintain or enhance stockholder value;

		•	~~reviews and makes recommendations to management regarding the Company’s dividend policy; and~~

		•	~~annually reviews the funding and investment performance of the Company’s defined benefit, retirement and supplemental retirement plans, including the Company’s 401(k) plans.~~

reviews the capital structure and financing requirements of the Company, as well as the Company's debt ratings and bank credit facility arrangements, and makes recommendations to management concerning the Company's liquidity needs;

reviews and approves the Company's policies related to use of hedging and derivative instruments, including, among other things, approving any future authorizations for the Company and its subsidiaries to enter into swaps;

reviews and makes recommendations to management regarding the annual business plan;

reviews and makes recommendations to management on any proposals for equity and debt transactions under consideration, including, but not limited to, issuances, repurchases, redemptions, retirements and recapitalizations;

reviews and makes recommendations to management on any strategic actions under consideration, including any proposed acquisitions, divestitures, mergers, strategic alliances, investments or other actions to maintain or enhance stockholder value;

reviews and makes recommendations to management regarding the Company's dividend policy; and

annually reviews the funding and investment performance of the Company's defined benefit, retirement and supplemental retirement plans, including the Company's 401(k) plan.

Board and Committee Self-Evaluation

Under the direction of the Governance Committee and our ~~Presiding~~Lead Independent Director, the Board of Directors and each Committee conducts an annual review of its performance and effectiveness.

Director Nomination Process

In identifying and evaluating director candidates for recommendation as nominees to the Board of Directors, the Governance Committee will determine, among other things, whether there are any evolving needs of the Board of Directors and the Company that require a director with particular expertise, experience or ~~experience~~background to fill that need. The Governance Committee may retain a third-party search firm to locate and provide information on candidates that meet the needs of the Board of Directors at that time. The Chairperson of the Governance Committee and some or all of the members of the Governance Committee and the Board will interview potential candidates that are deemed appropriate. If the Governance Committee determines that a potential candidate meets the needs of the Board of Directors, has the qualifications, and meets the standards set forth in the ~~Company’s~~Company's Corporate Governance Principles and as further described under the headings ~~“Election~~"Election of Directors--Qualifications Required for ~~all Directors”~~All Directors", and ~~“--Experience,~~"--Experience, Qualifications and Skills ~~to Be~~ Represented on Our Board of ~~Directors”,~~Directors" and "--Board Diversity," it will ~~vote to~~ recommend to the Board of Directors the nomination of the candidate.

The policy of the Governance Committee is to consider director candidates recommended by stockholders if properly submitted to the Governance Committee. Stockholders wishing to recommend persons for consideration by the Governance Committee as nominees for election to the Board of Directors can do so by writing to the Office of the Corporate Secretary of ACCO Brands Corporation at Four Corporate Drive, Lake Zurich, Illinois 60047. Recommendations must include the proposed ~~nominee’s~~nominee's name, biographical data and qualifications as well as a written statement from the proposed nominee consenting to be named as a nominee and, if nominated and elected, to serve as a director. The Governance Committee will then consider the candidate and the ~~candidate’s~~candidate's qualifications. The Governance Committee may contact the stockholder making the nomination to discuss the qualifications of the candidate and the reasons for making the nomination and may interview the candidate if the Governance Committee deems the candidate to be appropriate. The Governance Committee may use the services of a third-party search firm to provide additional information about the candidate in determining whether to make a recommendation to the Board of Directors.

The Governance ~~Committee’s~~Committee's nomination process for stockholder-recommended candidates and all other candidates is designed to ensure that the Governance Committee fulfills its responsibility to recommend candidates that are properly qualified to serve the Company for the benefit of all of its stockholders, consistent with the standards established by the Governance Committee under our Corporate Governance Principles. Stockholders seeking to nominate persons for election to our Board of Directors must comply with our procedures for stockholder nominations described under the heading ~~“Submission~~"Submission of Stockholder Proposals and Nominations.”

Compensation Committee Interlocks and Insider Participation

All current members of the Compensation Committee are considered independent under our Corporate Governance Principles. ~~No interlocking relationships exist between~~

None of the members of the Compensation Committee nor any other member of the Board of Directors served as an executive officer of another entity for which any of our executive officers served as a director or member of its compensation committee. None of the members of our Compensation Committee ~~and the board~~has a relationship with us that is required to be disclosed under Item 404 of ~~directors or compensation committee of any other company.~~

SEC Regulation S-K.

Section 16(a) Beneficial Ownership Reporting Compliance

Our directors and executive officers are subject to Section 16 of the Exchange Act, which requires them to file with the SEC reports regarding their ownership and changes in beneficial ownership of our equity securities. Reports received by the Company indicate that all directors and executive officers have filed all requisite reports with the SEC on a timely basis during ~~2014.~~

2017.

TRANSACTIONS WITH RELATED PERSONS

The Company recognizes that transactions between the Company and any of its directors or executive officers can present potential or actual conflicts of interest and create the appearance that Company decisions are based on considerations other than the best interests of the Company and its stockholders. Therefore, as a general matter and in accordance with the Company’s Code of ~~Business~~ Conduct, ~~and Ethics,~~ it is the Company’s preference to avoid such transactions. Nevertheless, the Company recognizes that there are situations where such transactions may be in, or may not be inconsistent with, the best interests of the Company. Therefore, the Company has adopted a formal written policy which requires the Audit Committee to review and, if appropriate, to approve or ratify any such transactions. Pursuant to the policy, the Audit Committee will review any transaction in which the Company is, or will be, a participant and the amount involved exceeds $120,000, and in which any of the Company’s directors or executive officers or any of their immediate family members had, has or will have a direct or indirect material interest. After its review, the Audit Committee will only approve or ratify those transactions that are in, or are not inconsistent with, the best interests of the Company and its stockholders, as the Audit Committee determines in good faith. The Audit Committee has also directed the Company’s General Counsel and internal audit department to review the Company’s compliance with this policy on at least an annual basis.

~~During 2014,~~

2017 DIRECTOR COMPENSATION

Director compensation is set by the ~~Company purchased approximately $1.2 million~~Board of ~~coated paper products~~Directors upon a recommendation from ~~MWV~~the Governance Committee. The key objective of our non-employee directors’ compensation program is to attract and retain highly qualified directors with the necessary skills, experience and character to oversee our management. In addition, our compensation program is designed to not only attract and retain highly qualified directors but to align the interests of our Board with the long-term interests of our stockholders by linking a significant portion of director compensation to common stock performance. The compensation program is also designed to recognize the time commitment, expertise and potential liability associated with active Board membership. We compensate our non-executive directors with a mix of cash and equity-based compensation.

The Governance Committee reviews non-employee director compensation annually and periodically engages the Compensation Committee’s independent consultant to conduct comprehensive reviews of non-employee director compensation, including a review of director compensation for our Peer Group as described in ~~a series~~"Compensation Discussion and Analysis--Discussion and Analysis--Peer Group." The Governance Committee uses the data and advice provided by its independent consultants along with information from benchmarking studies conducted by the National Association of transactions. This amount represents significantly less than one percent of either party’s reported annual revenues. Management has determined that such transactions were on terms at least as favorableCorporate Directors, among others, in formulating its recommendation to the ~~Company~~Board regarding non-employee director compensation. After consideration of the compensation philosophy, the benchmarking and other information provided by its independent consultant, and practices for director compensation generally as ~~terms otherwise available~~well as the anticipated time commitments for 2017, the Committee approved the continuation for 2017 of the annual retainers and recommended an increase from $90,000 to $105,000 in annual equity compensation. At the ~~marketplace. Management has also been advised by MWV that Messrs. Buzzard’s and Rajkowski’s compensation was not impacted by these transactions.~~

~~2014 DIRECTOR COMPENSATION~~

same time, the Governance Committee increased the minimum stock ownership requirements for non-employee directors to five times the cash retainer.

The following table sets forth the compensation paid to members of our Board of Directors in ~~2014 other~~2017 (other than Mr. ~~Elisman, whose~~Elisman). Mr. Elisman's compensation is included in the ~~2014~~2017 Summary Compensation Table since he is a named executive officer of the Company.

Name Fees Earned or
Paid in Cash
($) Stock Awards⁽¹⁾
($) All Other Compensation⁽²⁾
($) Total
($)
George V. Bayly 90,000 90,000 — 180,000
James A. Buzzard 90,000 90,000 — 180,000
Kathleen S. Dvorak 110,000 90,000 — 200,000
Robert H. Jenkins 105,743 90,000 5,000 200,743
Pradeep Jotwani⁽³⁾ 71,000 104,055 — 175,055
Robert J. Keller 380,000 ⁽⁴⁾ — 36,453 416,453
Thomas Kroeger 105,000 90,000 5,000 200,000
Michael Norkus 100,000 90,000 1,000 191,000
E. Mark Rajkowski 100,000 90,000 2,500 192,500
Sheila G. Talton⁽⁵⁾ 90,000 90,000 5,000 185,000

Directors who are also executives of the Company do not receive any additional compensation for their service on our Board.

Name	Fees Earned or Paid in Cash ($)	Stock Awards⁽²⁾ ($)	All Other Compensation⁽³⁾ ($)	Total ($)
George V. Bayly⁽¹⁾	33,750	—	—	33,750
James A. Buzzard	102,500	105,000	—	207,500
Kathleen S. Dvorak	110,000	105,000	—	215,000
Robert H. Jenkins⁽¹⁾	43,125	—	5,000	48,125
Pradeep Jotwani	96,264	105,000	5,000	206,264
Robert J. Keller	90,000	105,000	—	195,000
Thomas Kroeger	105,000	105,000	5,000	215,000
Graciela Monteagudo	90,000	105,000	1,000	196,000
Hans Michael Norkus	100,000	105,000	1,000	206,000
E. Mark Rajkowski	100,000	105,000	5,000	210,000

(1)

Messrs. Bayly and Jenkins retired from the Board of Directors as of May 16, 2017.

~~(1)~~(2)

The amounts represent the grant date fair value of equity awards determined in accordance with FASB ASC Topic 718. Assumptions used in determining the grant date fair value of these awards are set forth in Note 6 to the Company’s consolidated financial statements included in the ~~Company’s~~Company's Annual Report on Form 10-K for the year ended December 31, ~~2014~~2017 filed with the SEC. The aggregate number of outstanding stock awards and options ~~or stock -settled stock appreciation rights~~ held by each director at December 31, ~~2014~~2017 (which excludes any phantom stock units held by a director under our Deferred Compensation Plan for Directors) is set forth in the table below:

Name Restricted Stock
Units (RSUs) Performance Stock
Units (PSUs)^(a) Stock
Options/SSARs
George V. Bayly 8,746 — —
James A. Buzzard 8,746 — —
Kathleen S. Dvorak 36,566 — —
Robert H. Jenkins 8,746 — —
Pradeep Jotwani 17,215 — —
Robert J. Keller 601,755 125,931 549,975
Thomas Kroeger 8,746 — —
Michael Norkus 23,598 — —
E. Mark Rajkowski 23,598 — —
Sheila G. Talton 36,566 — —

(a) Represents total number of PSUs at target level of achievement.

Name	Restricted Stock Units (RSUs)	Stock Options
George V. Bayly	—
James A. Buzzard	26,552	—
Kathleen S. Dvorak	65,794	—
Robert H. Jenkins	—
Pradeep Jotwani	46,443	—
Robert J. Keller	29,228	336,642
Thomas Kroeger	37,974	—
Graciela Monteagudo	15,192
Hans Michael Norkus	52,826	—
E. Mark Rajkowski	52,826	—


~~(2)~~(3)	For Messrs. Jenkins, Jotwani, Kroeger, Norkus, Rajkowski and Ms. ~~Talton,~~Monteagudo, amounts under ~~“All~~"All Other ~~Compensation”~~Compensation" represent matching charitable donations made by the Company on behalf of such directors. See ~~“--Director~~"--Director Charitable Matching Gift Program.” For Mr. Keller, the amount consists of (a) an automobile allowance of $15,996; (b) $11,700 representing the Company’s 2014 contributions to his tax-qualified 401(k) savings plan account; and (c) $8,757 in group term life and long-term disability insurance premiums paid on his behalf.
~~(3)~~	Mr. Jotwani was appointed to the Board of Directors effective March 18, 2014 and, as such, received a pro-rated annual cash retainer and a pro-rated annual equity award in addition to his regular annual equity award in May 2014.
~~(4)~~	~~Represents Mr. Keller’s salary earned in 2014 as Executive Chairman.~~
~~(5)~~	~~Resigned from the Board of Directors on March 16, 2015.~~"

Cash Compensation for Non-Employee Directors. Each non-employee director is paid a cash retainer of $90,000. There are no separate meeting fees paid. The $90,000 retainer was benchmarked against director compensation of companies in the Company’s Peer Group, as described under the heading “Compensation Discussion and Analysis--Discussion and Analysis--Peer Group.”

In addition to the annual retainer paid to all non-employee directors, committee chairpersons receive additional annual retainers totaling $20,000 for the Audit Committee, $15,000 for the Compensation Committee, and $10,000 for the Governance Committee, Finance Committee and ~~Finance~~Executive Committee, or any other committees established by the Board of Directors. In addition, the ~~Presiding~~Lead Independent Director is paid an additional annual retainer of $25,000.

~~Upon filing a timely election, a~~ Directors who are also officers of the Company do not receive any additional compensation for their service on the Board.

A non-employee director may elect to defer the cash portion of his or her compensation under our Deferred Compensation Plan for Directors (the ~~“Deferred Plan”~~"Deferred Plan"). In such an event the director ~~may choose to~~can have his or her deferral account credited in either or both of a phantom fixed income or phantom stock unit account. The phantom stock unit account would correspond to the value of, and the dividend rights associated with, an equivalent number of shares of the ~~Company’s~~Company's common stock. ~~The~~Upon the conclusion of service as a director, the balance in a phantom stock unit account ~~upon the conclusion of service as a director,~~ will be paid to the director in either a lump-sum cash distribution or a lump-sum distribution of shares of ACCO Brands’ common stock, as the director may ~~elect. The~~elect, and the balance in a phantom fixed income account ~~upon the conclusion of service as a director,~~ would be paid to the director in a lump-sum cash distribution. Our obligation to redeem a phantom account is unsecured and is subject to the claims of our general creditors. For the year ~~2014,~~2017, one director elected to defer ~~a portion~~one quarter of his cash compensation. As of December 31, ~~2014,~~2017, one director had a balance in the phantom stock unit account under the Deferred Plan and none of our directors had a balance in the phantom fixed income unit account.

Equity-Based Compensation for Non-Employee Directors. Each non-employee director receives an annual equity grant either in the form of restricted stock units ~~(“RSUs”~~("RSUs") or common stock under ~~our 2011 Amended and Restated~~the ACCO Brands Corporation Incentive Plan ~~as amended (the “2011 Incentive Plan”~~(including its predecessor plans, the "Incentive Plan") with a fair market value as(as defined in the ~~2011~~ Incentive ~~Plan~~Plan) of ~~$90,000.~~$105,000. Non-employee directors are required to receive their equity grants in the form of deferred RSUs if they have not attained the minimum stock ownership required under the Non-Employee Director Stock Ownership ~~Guidelines of three times their annual cash compensation.~~Guidelines. After achieving the minimum stock ownership ~~guideline,~~threshold, directors ~~are entitled to~~may elect each year whether to receive an ~~outright~~unrestricted stock grant or deferred RSUs under the Deferred Plan. Non-employee directors elected to the Board of Directors other than at an annual meeting receive a pro-rata portion of such amount based on the time between their date of appointment and the date of the next annual ~~stockholders’~~stockholders' meeting.

Under the terms of the ~~2011~~ Incentive Plan and each individual director’s RSU award agreement, each RSU represents the right to receive one share of our common stock and is fully vested and non-forfeitable on the date of grant. However, the payment of all RSUs to non-employee directors is deferred under the Deferred Plan. The Deferred Plan provides that such awards are payable within 30 days after the conclusion of service as a director. Directors holding deferred RSUs are credited with additional RSUs based on the amount of any dividend that may be paid by the Company.

~~Compensation for Mr. Keller.~~~~During 2014, Mr. Keller served as Executive Chairman~~

Non-Employee Director Stock Ownership Guidelines. To further align our non-employee directors' interest with those of our stockholders, the Company maintains share ownership guidelines which require each non-employee director to maintain ownership in shares of the ~~Board and was paid a salary of $380,000. Effective March 13, 2015, Mr. Keller retired as an executive officer of the Company, and transitioned~~Company's common stock equal to five times his ~~current role as non-executive Chairman. As a non-employee director, Mr. Keller will be compensated in the same manner as all other non-employee directors. In addition to his~~or her annual cash retainer ~~and equity-based compensation, Mr. Keller will be paid an additional annual retainer~~within five years of ~~$100,000 for serving as Chairman of~~joining our Board of Directors.

Shares counting towards ownership targets include shares beneficially owned through a trust, spouse or dependent child, and RSUs.

Director Charitable Matching Gift Program.The Company has established a program under which it will make matching charitable gifts of up to $5,000 annually on behalf of each of its ~~non-employee~~ directors. During ~~2014, five non-employee~~2017, seven directors participated in this ~~program.~~

program, including Mr. Elisman.

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

(Proxy Item 2)

The Audit Committee has appointed KPMG LLP ~~(“KPMG”~~("KPMG") as our independent registered public accounting firm for the fiscal year ending December 31, ~~2015.~~2018. During ~~2014,~~2017, KPMG served as the Company’s independent registered public accounting firm and also provided certain other services to the Company. The Audit Committee and the Board of Directors recommend that you ratify this appointment. In line with this recommendation, the Board of Directors intends to introduce the following resolution at the Annual Meeting:

~~“RESOLVED, that the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the year 2015 is ratified.”~~

"RESOLVED, that the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the year 2018 is ratified."

The Audit Committee is responsible for the selection, retention and oversight of the Company’s independent registered public accounting firm. If stockholders do not ratify the appointment of KPMG as the Company’s independent registered accounting firm for 2018, the Audit Committee will reconsider its selection but may, nevertheless, continue to retain KPMG. Even if the selection is ratified, the Audit Committee has the discretion to appoint a different registered public accounting firm at any time during the year if the Audit Committee determines that such change would be appropriate.

A member of KPMG is expected to attend the Annual Meeting to make a statement if he or she desires, and will respond to appropriate questions that may be asked by stockholders.

The Board of Directors recommends that you vote FOR Proxy Item 2.

Report of the Audit Committee

The Audit Committee is composed of directors that are ~~“independent”~~"independent" as defined under the NYSE corporate governance listing standards and Rule 10A-3 of the Exchange Act. The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management is responsible for the Company’s financial statements and the financial reporting process, including implementing and maintaining effective internal control over financial reporting and for the assessment of, and reporting on, the effectiveness of internal control over financial reporting. The Company’s independent registered public accounting firm for ~~2014,~~2017, KPMG, is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States and for expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed with management and KPMG the Company’s audited financial statements for the year ended December 31, ~~2014~~2017 and reports on the effectiveness of internal controls over financial reporting as of December 31, ~~2014~~2017 contained in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2014,~~2017, including a discussion of the reasonableness of significant judgments and clarity of disclosures in the financial statements. The Audit Committee also reviewed and discussed with management the disclosures made in “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2014.~~

2017.

The Audit Committee has reviewed and discussed with KPMG the matters required to be discussed by ~~PCAOB~~Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16,~~Communication~~ Communications with Audit Committees, as ~~amended (AICPA, Professional Standards, Vol. 1. AU Section 380).~~amended. In addition, the Audit Committee has discussed with KPMG the ~~firm’s~~firm's independence from the Company, including the matters in the letter provided to the Audit Committee by KPMG regarding the firm’s communications with the Audit Committee concerning independence as required by the Public Company Accounting Oversight Board and has considered the compatibility of non-audit services with the auditor’s independence.

The Audit Committee discussed with KPMG the overall scope and plans for their integrated audit. The Audit Committee meets with KPMG, with and without management present, to discuss the results of the ~~firm’s~~firm's examinations, its evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2014~~2017 for filing with the SEC.

Members of the Audit Committee:

Kathleen Dvorak (Chairperson)

~~Pradeep Jotwani~~

~~Sheila G. Talton (through March 16, 2015)~~

~~(Robert H. Jenkins joined the Audit Committee on March 17, 2015, but did not take part in the review and discussion referred to in this Audit Committee Report.)~~

Graciela Monteagudo

E. Mark Rajkowski

This report shall not be deemed to be incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such acts.

Audit and Non-Audit Fees

Our independent registered public accounting firm for the ~~2013~~2016 and ~~2014~~2017 fiscal years was KPMG. The following table summarizes the fees paid or payable by the Company to KPMG for services rendered during ~~2013~~2016 and ~~2014,~~2017, respectively:

2013 2014
Audit fees $ 2,999,000 $ 2,325,000
Audit-related fees 60,000 —
Tax fees 340,000 204,000
All other fees 95,000 12,000
Total $ 3,494,000 $ 2,541,000

	2016		2017
Audit fees	$	2,876,000	$	5,623,000
Audit-related fees		114,000		5,000
Tax fees		197,000		388,000
All other fees		433,000		35,000
Total	$	3,620,000	$	6,051,000

Audit fees include fees for the audit of our annual financial statements, the audit of the effectiveness of the Company’s internal control over financial reporting, the review of ~~our~~the financial information included in our Form 10-Q quarterly reports filed with the SEC and services performed in connection with other statutory and regulatory filings or engagements. The audit fees for ~~2013~~2017 increased substantially as a result of the acquisition of Esselte Group Holdings AB. The 2017 fees reflect the audit costs associated with the acquired Esselte entities, inclusive of a significant increase in legal entities subject to statutory audits. In addition, 2017 audit fees include ~~additional fees related to~~ the ~~2013~~ audit ~~incurred in 2014. The audit-related fees in 2013 include amounts related to~~of the ~~Company’s registration statement~~Company's accounting for ~~notes issued in connection with financing~~ the ~~Mead C&OP Merger~~assets acquired and ~~advice and consultation regarding an SEC comment letter.~~liabilities assumed. The tax services provided in both ~~2013~~2016 and ~~2014~~2017 primarily involved domestic and international tax compliance work and tax planning. Other fees for ~~2013~~2016 were associated with ~~due diligence for an acquisition.~~

the acquisition of Pelikan Artline.

Approval of Audit and Non-Audit Services

All audit and non-audit services provided to the Company by KPMG are approved in advance by the Audit Committee. The Audit Committee has adopted the following policies and procedures for the pre-approval of all audit and permissible non-audit services provided by our independent registered public accounting firm. The Audit Committee annually reviews the audit and non-audit services to be performed by the independent registered public accounting firm during the upcoming year. The Audit Committee considers, among other things, whether the provision of specific non-audit services is permissible under existing law and whether it is consistent with maintaining the registered public accounting firm’s independence. The Audit Committee then approves the audit services and any permissible non-audit services it deems appropriate for the upcoming year. The Audit Committee’s pre-approval of non-audit services is specific as to the services to be provided and includes pre-set spending limits. The provision of any additional non-audit services during the year, or the provision of services in excess of pre-set spending limits, must be pre-approved by either the Audit Committee or by the Chairman of the Audit Committee, who has been delegated authority to pre-approve such services on behalf of the Audit Committee. Any pre-approvals granted by the Chairman of the Audit Committee must be reported to the full Audit Committee at its next regularly scheduled meeting. All of the fees described above for services provided to the Company under audit fees, audit-related fees, tax fees and all other fees were pre-approved by the Audit Committee pursuant to the Company’s pre-approval policies and procedures.

~~Remediation of Material Weakness~~

As previously disclosed, in the course of completing its assessment of internal control over financial reporting as of December 31, 2013, the Company’s management identified deficiencies related to the design, implementation and effectiveness of certain U.S. and Canadian information technology general controls for the consumer and office products business of MWV which was acquired by the Company in May 2012 (the “Mead C&OP Business”) that amounted to a material weakness in the Company’s internal control over financial reporting. In response, management developed and implemented a remediation plan to address this material weakness and, as reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, based on the actions taken and its testing results, management concluded that the material weakness was remediated as of December 31, 2014.

CERTAIN INFORMATION REGARDING SECURITY HOLDERS

The following table sets forth the beneficial ownership of the Company’s common stock as of March ~~13, 2015~~1, 2018 by the following individuals or entities:


	●	~~each person known to us that owns more than 5% of the outstanding shares of the Company’s common stock;~~
	●	~~each of our directors and named executive officers; and~~
	●	~~all directors and executive officers of the Company as a group.~~

each person known to us that owns more than 5% of the outstanding shares of the Company’s common stock;

each of our directors and named executive officers; and

all directors and executive officers of the Company as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. Except as otherwise indicated, each person named in the table has sole voting and investment power with respect to all shares of common stock shown as beneficially owned, subject to applicable community property laws. As of March ~~13, 2015, 112,285,889~~1, 2018, 106,575,888 shares of common stock were outstanding. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, shares of common stock that are subject to RSUs or stock options ~~or Stock-Settled Stock Appreciation Rights (“SSARs”)~~ held by that person that vest or are exercisable on or before ~~May 12, 2015~~April 30, 2018 (within 60 days after March ~~13, 2015)~~1, 2018) are deemed outstanding.

Beneficial Ownership
Name Number
of Shares Number of
Shares
Subject to
Options and
SSARs⁽¹⁾ Number of
Shares
Subject to
RSUs⁽²⁾ Total Percent
Wellington Management Group,
LLP
280 Congress St.
Boston, MA 02210⁽³⁾ 15,304,383 — — 15,304,383 13.6 %
BlackRock, Inc. 6,300,972 — — 6,300,972 5.6 %
55 East 52nd St
New York, NY 10022⁽⁴⁾
Wells Fargo & Company 6,798,383 — — 6,798,383 6.1 %
420 Montgomery St.
San Francisco, CA 94104⁽⁵⁾
The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355⁽⁶⁾ 6,715,059 — — 6,715,059 6.0 %

George V. Bayly 80,669 — 8,746 89,415 *
James A. Buzzard 67,036 — 8,746 75,782 *
Kathleen S. Dvorak 18,478 — 36,566 55,044 *
Boris Elisman⁽⁷⁾ 192,868 362,836 — 555,704 *
Robert H. Jenkins 84,680 — 8,746 93,426 *
Pradeep Jotwani — — 17,215 17,215 *
Robert J. Keller⁽⁷⁾ 623,125 503,048 — 1,126,173 1.0 %
Thomas Kroeger⁽⁸⁾ 40,008 — 8,746 48,754 *
Michael Norkus 91,208 ⁽⁹⁾ — 23,598 114,806 *
E. Mark Rajkowski⁽¹⁰⁾ 58,169 — 23,598 81,767 *
Neal V. Fenwick⁽¹¹⁾ 259,178 231,919 — 491,097 *
Christopher M. Franey⁽⁷⁾ 65,323 214,700 — 280,023 *
Neil A. McLachlan 38,416 82,516 — 120,932 *
Thomas W. Tedford 55,418 105,024 — 160,442 *
All directors and executive
officers as a group (19 persons)⁽⁷⁾ 1,909,992 1,786,001 135,961 3,831,954 3.4 %

Beneficial Ownership
Name	Number of Shares		Number of Shares Subject to Options⁽¹⁾		Number of Shares Subject to RSUs⁽²⁾		Total		Percent
Wellington Management Group LLP 280 Congress St. Boston, MA 02210⁽³⁾		8,090,843		—		—		8,090,843		7.6	%
BlackRock, Inc. 55 East 52nd St New York, NY 10055⁽⁴⁾		7,355,514		—		—		7,355,514		6.9	%
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355⁽⁵⁾		9,051,071		—		—		9,051,071		8.5	%
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746⁽⁶⁾		9,229,911		—		—		9,229,911		8.7	%
RBC Global Asset Management (U.S.) Inc. 50 South Sixth Street, Suite 2350 Minneapolis, MN 55402⁽⁷⁾		6,200,725		—		—		6,200,725		5.8	%
JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017⁽⁸⁾		6,297,638		—		—		6,297,638		5.9	%
James A. Buzzard		78,458		—		26,552		105,010		*
Kathleen S. Dvorak		18,478		—		65,794		84,272		*
Boris Elisman⁽⁹⁾		591,900		839,604		84,023		1,515,527		1.4	%
Pradeep Jotwani		—		—		46,443		46,443		*
Robert J. Keller		237,364		248,942		29,228		515,534		*
Thomas Kroeger⁽¹⁰⁾		40,008		—		37,974		77,982		*
Ron Lombardi⁽¹¹⁾		—		—		1,501		1,501		*
Graciela Monteagudo		—		—		15,192		15,192		*
Hans Michael Norkus⁽¹²⁾		104,839		—		52,826		157,665		*
E. Mark Rajkowski⁽¹³⁾		58,169		—		52,826		110,995		*
Neal V. Fenwick⁽¹⁴⁾		447,095		288,570		20,006		755,671		*
Cezary Monko		—		11,112		—		11,112		*
Pamela R. Schneider⁽⁹⁾		37,390		132,878		15,005		185,273		*
Thomas W. Tedford		84,862		116,528		28,008		229,398		*
All directors and executive officers as a group (19 persons)⁽⁹⁾		1,990,239		1,960,946		519,592		4,470,777		4.1	%


	*	Less than 1%


	(1)	Indicates the number of shares of common stock issuable upon the exercise of options ~~or SSARs~~ exercisable on or before ~~May 12, 2015~~April 30, 2018 (within 60 days after March ~~13, 2015)~~1, 2018).

(2)

Indicates the number of shares subject to vested RSUs or RSUs that may vest on or before ~~May 12, 2015~~April 30, 2018 (within 60 days after March ~~13, 2015)~~1, 2018). For members of our Board of Directors, these units represent the right to receive one share of common stock upon cessation of service as a ~~director or, in some circumstances, upon a change-in-control of the Company.~~director.

(3)

Based solely on a Schedule 13G/A filed with the SEC on February ~~12, 2015~~8, 2018 by Wellington Management Group ~~LLP.~~LLP on its own behalf and on behalf of certain affiliates. Wellington Management Group LLP does not have sole dispositive or voting power over any of the shares, has shared voting power over ~~11,131,518~~5,687,910 of the shares and has shared dispositive power over all of the shares.

(4)

Based solely on a Schedule 13G/A filed with the SEC on ~~February 2, 2015~~January 29, 2018 by BlackRock, Inc., ~~which~~on its own behalf and on behalf of certain affiliates. Of these shares, BlackRock, Inc. has sole voting power over 7,040,010 of the shares and sole dispositive power over all of the ~~shares and sole voting power over 5,988,824 of the~~ shares.

	(5)	Based solely on a Schedule 13G/A filed with the SEC on February 5, 2015 by Wells Fargo & Company on its own behalf and on behalf of certain subsidiaries. Of these shares, Wells Fargo & Company has sole voting and dispositive power over 5,381 shares, shared voting power over 5,917,372 shares, and shared dispositive power over 6,791,351 shares.
	~~(6)~~	~~Based solely on a Schedule 13G/A filed with the SEC on February 10, 2015~~8, 2018 by The Vanguard Group. Of these shares, The Vanguard Group has sole voting power over ~~175,053~~117,226 shares, has shared voting power over 20,400 shares, sole dispositive power over ~~6,552,806~~8,922,078 shares, and shared dispositive power over ~~162,253~~128,993 shares.

(6)

Based solely on a Schedule 13G filed with the SEC on February 9, 2018 by Dimensional Fund Advisors LP. Of these shares, Dimensional Fund Advisors LP has sole voting power over 8,846,194 shares and sole dispositive power over all of the shares. Dimensional Fund Advisors LP disclaims beneficial ownership of shares reported as beneficially owned.

(7)

Based solely on a Schedule 13G filed with the SEC on February 12, 2018 by RBC Global Asset Management (U.S.) Inc. RBC Global Asset Management (U.S.) Inc. does not have sole dispositive or voting power over any of the shares, has shared voting power over 4,202,799 of the shares and has shared dispositive power over all of the shares.

(8)

Based solely on a Schedule 13G/A filed with the SEC on January 16, 2018 by JPMorgan Chase & Co. Of these shares, JPMorgan Chase & Co. has sole voting power over 5,512,369 shares, sole dispositive power over 6,276,092 shares, and shared dispositive power over 752 shares.

(9)

Includes ~~6,980, 22,229, 1,333,~~6,941, 1,982 and ~~53,942~~35,151 shares beneficially owned by ~~Messrs.~~Mr. Elisman, ~~Keller, and Franey~~Ms. Schneider and all directors and officers as a group, respectively, through the ~~Company’s~~Company's 401(k) plans as of January ~~31, 2015.~~23, 2018.

~~(8)~~(10)

Mr. Kroeger shares voting and dispositive powers over 12,188 shares with his wife, as co-trustees of a family trust.

~~(9)~~(11)

Mr. Lombardi's RSUs were granted on March 8, 2018 in connection with his election as a director.

(12)

Includes ~~5,352 shares that may be acquired under outstanding~~18,983 phantom stock units under the Deferred Plan which may be settled, at Mr. Norkus’ election, in cash or shares of common stock upon cessation of his service as a director.

~~(10)~~(13)

Includes 29,537 shares owned by Mr. ~~Rajkowski’s~~Rajkowski's wife.

~~(11)~~(14)

Includes ~~21,407~~21,284 shares owned by Mr. Fenwick through the ~~Company’s~~Company's 401(k) plan as of January ~~31, 2015;~~23, 2018 and 2,500 shares held by Mr. Fenwick’s ~~wife; and 1,000 shares held by his children.~~

21wife.

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion contains statements regarding future plans, performance targets and/or goals. This information is disclosed in the limited context of the Company compensation programs and should not be understood to be statements of ~~management’s~~management's expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts. In addition, free cash flow and constant currency sales are non-GAAP measures. For a description of how we calculate free cash flow and constant currency sales and for a reconciliation of these measures to the most directly comparable GAAP measures, see Item 6, Selected Financial Data, in our Annual Report on Form 10-K for the year ended December 31, 2014, which can be found at the Investor Relations section of our website at~~www.accobrands.com~~.

Executive Summary

Our Named Executive Officers

The following executive officers are the named executive officers whose compensation is discussed and disclosed in this Proxy Statement:


	•	~~Boris Elisman, President and Chief Executive Officer~~
	•	~~Neal V. Fenwick, Executive Vice President and Chief Financial Officer~~
	•	~~Thomas W. Tedford, Executive Vice President; President, U.S. Office and Consumer Products~~
	•	~~Neil A. McLachlan, Executive Vice President; President, ACCO Brands International~~
	•	~~Christopher M. Franey, Executive Vice President; President, ACCO Brands Computer Products Group~~

~~2014~~

Boris Elisman, Chairman of the Board, President and Chief Executive Officer

Neal V. Fenwick, Executive Vice President and Chief Financial Officer

Thomas W. Tedford, Executive Vice President; President, ACCO Brands North America

Cezary Monko, Executive Vice President; President, ACCO Brands Europe, Middle East and Africa

Pamela R. Schneider, Senior Vice President, General Counsel and Corporate Secretary

2017 Financial Performance Overview

Our Business.ACCO Brands is a ~~leading global~~designer, marketer and manufacturer of recognized consumer and ~~marketer of office, school~~end-user demanded brands used in businesses, schools, and ~~calendar products and select computer and electronic accessories. Approximately~~homes. More than 80% of our net sales come from brands that occupy the number one or number two positions in the select ~~markets~~product categories in which we compete. We ~~seek~~distribute our products through a wide variety of channels to ~~develop new~~ensure that our products ~~that meet the needs of our~~are readily and conveniently available for purchase by consumers and ~~commercial end-users. We compete through a balance of~~other end-users, however they prefer to shop. These channels include mass retailers, e-tailers, discount, drug/grocery and variety chains; warehouse clubs; hardware and specialty stores; independent office product ~~innovation, category management, a low-cost operating model~~dealers; office superstores; and an efficient supply chain. We sell our products to consumers and commercial end-users primarily through resellers, including traditional office supply resellers, wholesalers, and retailers, including on-line retailers.contract stationers. Our products are sold primarily ~~to markets located~~ in the U.S., ~~Northern~~ Europe, Australia, Canada, Brazil ~~Canada,~~and Mexico.

Over the past several years, we have transformed ACCO Brands through acquisitions, divestitures, product and brand investments and a diversification of our customer base and sales channels. In 2011, we were primarily an office products manufacturer with a majority of our sales going to traditional North American office products retailers, dealers, wholesalers, and contract stationers. With the successive acquisitions of Mead Consumer and Office Products, Pelikan Artline, and, in early 2017, Esselte Group Holdings AB (“Esselte”), we’ve greatly expanded our global footprint, meaningfully grown our portfolio of well-known end-user-demanded brands, enhanced our competitive position in winning channels, added new product categories outside the traditional office products space, and built larger scale to leverage costs.

Our 2017 Results. 2017 was another great year for ACCO Brands. We grew sales, gross margin, operating income, and earnings per share and delivered stronger-than-expected free cash flow. We completed the acquisition of Esselte in Europe (the "Esselte Acquisition") in January 2017, and the integration of our legacy ACCO Brands and acquired Pelikan Artline businesses in Australia and ~~Mexico.~~

~~Our 2014 Results.~~The Company delivered financial performance that was largely in line with internal objectives and significantly ahead of last year, despite customer consolidation, adverse currency pressures and an otherwise challenging international economy. The Company improved earnings, generated significant free cash flow, reduced net leverage to the lowest level in its history, and initiated a stock buy-back program. ACCO Brands’ stock price increased 34%New Zealand during the year.

~~Through disciplined execution, management successfully managed the external challenges, taking share~~

In 2017, global sales increased 25%. The Esselte and ~~improving margins in our mature markets~~Pelikan Artline Acquisitions contributed 28% and ~~growing local-currency revenues in our emerging markets. Cost savings~~foreign currency increased sales by 1%. Underlying sales declined 4%, as strong growth with mass channel and ~~productivity improvements, as well as lower interest expense~~e-tail customers was more than offset by declines at certain wholesalers and office superstore customers. Operating income was $193.0 million, up 15% from ~~lower debt levels, also contributed significantly to the improved results.~~

Sales decreased 4% to $1,698.2 million from $1,765.1 million in the prior-year. The decline in sales was driven primarily by the merger of two large office products customers and negative currency translation. Gross margins improved 40 basis-points to 31.4%, expenses stayed relatively flat at 19.5%, and operating margins expanded 200 basis-points to 10.3%. Interest expense was reduced by $10 million in the year.2016. Net income increased to ~~$91.6~~$131.7 million, or ~~$0.79~~$1.19 per share from ~~$77.1 million, or $0.67~~$0.87 per share in ~~2013. We generated $145.9 million of free cash flow, reduced external debt~~2016, primarily driven by ~~$120 million,~~the acquisitions, lower interest expense and ~~bought back $22 million of our shares.~~

a lower effective tax rate.

ACCO Brands North America delivered ~~strong~~a solid performance in ~~2014.~~2017. Operating income increased ~~43%~~2% to $155.6 million and operating margin improved 50 basis points for the year to 15.6%, ~~to $140.7 million from $98.2 million, despite a 3% decline in sales. Sales decreased to $1,006.0 million from $1,041.4 million in the prior year largely~~primarily due to ~~impacts from the~~productivity improvements and lower volume-based customer ~~merger. Lost gross profit due~~sales rebates. North America sales declined 2% to ~~the sales decline was~~$999.0 million, as market share gains during back-to-school were more than offset by lower sales to offices superstores.

The Esselte Acquisition drove much of the improvement in the ACCO Brands EMEA segment. Net sales increased 216% to $542.8 million and operating income increased 194% to $37.1 million. Esselte added 226% to sales and foreign currency added 1%.

Sales in our International segment grew 10% as a ~~reduction~~result of the acquisitions and currency translation, which added 10% and 3%, respectively, and operating income increased slightly to $50.9 million. Additionally, in ~~restructuring charges~~both Brazil and Mexico sales and margins improved despite continuing economic weakness as well as ~~cost savings from restructuring initiatives~~political and ~~other productivity improvements resulting~~currency volatility.

Finally, 2017 free cash flow was very strong driven by higher net income, lower capital expenditures and more efficient working capital management.

Over the last several years we have delivered significant margin improvement and strong cash flow in a ~~significant improvement~~rather turbulent environment. Since 2012, foreign exchange translation and customer consolidation have reduced our revenues by nearly $300 million. We have offset customer consolidation with sales growth with other customers and in ~~operating income.~~

Anew channels and with the Pelikan Artline and Esselte Acquisitions. Over this same period, we have expanded our gross margin more than 300 basis points and reduced our net leverage. We have also strengthened our business through acquisitions and otherwise, expanding our geographic reach, adding strong ~~U.S. dollar negatively impacted ACCO Brands International results. Operating income declined~~end-user relevant brands, diversifying our customer base and distribution channels and enhancing our ability to $62.9 million from $66.5 million and sales were down 3% to $546.9 million from $566.6 million in 2013, in both cases, primarily due to currency translation. On a constant currency basis, ACCO Brands International sales were up 1% from 2013.

compete with greater scale.

2014 was a transition year for the Computer Products Group segment resulting from our strategic decision to shift focus away from commoditized tablet accessories. During 2014, Computer Products sales decreased 13% to $136.3 million from $157.1 million in 2013, and operating income decreased to $8.2 million from $13.7 million. Both the sales and operating income declines were primarily due to substantially lower sales and margins in the tablet accessory business, including price discounting to sell remaining inventory. 80% of the Computer Products Group segment’s sales and all of its operating profit came from security and personal computer accessories.

For more information about our business, please see ~~“Business,” “Risk~~"Business," "Risk Factors,”" and ~~“Management’s~~"Management's Discussion and Analysis of Financial Condition and Results of ~~Operations”~~Operations" in our Annual Report on Form 10-K for the year ended December 31, ~~2014, filed with the SEC on February 25, 2015,~~2017, which can be found at the Investor Relations section of our website ~~atwww.accobrands.com~~.

~~Stock Price Performance~~

The following table compares the cumulative total stockholder return on our common stock to that of the Russell 2000 Index and the S&P Office Services and Supplies (SuperCap1500) Index assuming an investment of $100 in each from December 31, 2013 through December 31, 2014. Stock price performance included in this table is not indicative of our future stock price performance.

Cumulative Total Return
12/31/13 12/31/14 Percentage
of Change
ACCO Brands Corporation $ 100.00 $ 134.08 34.08 %
Russell 2000 100.00 104.89 4.89 %
S&P Office Services and Supplies 100.00 104.75 4.75 %
(SuperCap1500)

at www.accobrands.com.

Impact of ~~2014~~2017 Company Performance on Executive Compensation

We believe the compensation earned in ~~2014~~2017 by our executive officers, including our named executive officers, properly reflected the performance of the Company. ~~Overall, the~~The Company ~~delivered improved year-over-year~~exceeded target performance goals for its adjusted earnings per share, working capital efficiency, and cash flow objectives, while achieving slightly below target level performance for its adjusted operating income objective, and ~~strong adjusted free cash flow, a slight reduction in~~below threshold performance for its net sales ~~and somewhat higher working capital efficiency.~~

objective.

Performance measures for the ~~2014 annual incentive plan (“AIP”~~2017 Annual Incentive Plan ("AIP") for our executive officers, including our named executive officers, consisted of a combination of adjusted operating income, net sales ~~growth~~ and working capital efficiency for the Company as a whole and, as appropriate, for individual business units. Each of these measures rewards the achievement of short and long-term financial goals which contribute to the creation of stockholder value. At least ~~fifty~~seventy percent of the ~~2014~~2017 AIP ~~award~~ payout opportunity for each of our named executive officers was based on ACCO ~~Brands’~~Brands' adjusted operating income, or a combination of ACCO Brands' adjusted operating income and business unit adjusted operating income.

For our corporate level named executive officers, the remaining 30% is weighted equally between ACCO Brands' net sales and ACCO Brands' working capital efficiency. Our business unit named executive officers' remaining AIP is weighted 15% on business unit working capital efficiency and 10% on business unit net sales. The heavier weighting on adjusted operating income is in line with the Company's strategy to improve profitability in the face of a turbulent external environment characterized by consolidation of our historical office superstores customers and increased competition from mass market and e-commerce retailers, as well as volatile foreign currency. The financial performance for each of the Company's AIP financial performance measures is calculated at the Company's budgeted foreign currency exchange rates for the fiscal calendar year.

Messrs. Elisman and Fenwick, and Ms. Schneider each earned ~~84.4%~~89.8% of their target 2017 AIP awards, and Messrs. Tedford ~~McLachlan,~~ and ~~Franey~~Monko earned ~~98.1%, 65.3%~~95.9% and ~~49.4%~~108.9%, respectively, of their target 2017 AIP awards. All named executive ~~officers’~~officers' payouts ~~reflected the near-target~~included slightly below target performance of ACCO ~~Brands’~~Brands' adjusted operating income, with Messrs. Elisman and ~~Fenwick’s~~Fenwick, and Ms. Schneider's 2017 AIP awards appropriately weighted more heavily toward total Company adjusted operating income than ~~the other named executive officers.~~Messrs. Tedford and Monko who head their respective business units. In addition, each of ~~these officer’s~~the named executive officer's 2017 AIP award ~~payout~~payouts is reflective of other ~~factors as follows:~~


	•	~~Messrs. Elisman and Fenwick’s 84.4% AIP award payout reflected above threshold performance for total Company net sales and working capital efficiency.~~
	•	~~Mr. Tedford’s 98.1% AIP award payout reflected above-target performance by the U.S. business on its adjusted operating income measure.~~
	•	~~Mr. McLachlan’s 65.3% AIP award payout reflected strong working capital efficiency performance in significant portions of the international business.~~
	•	~~Mr. Franey’s 49.4% AIP award payout was impacted by the performance of the Computer Products Group, which did not achieve threshold performance on its business unit AIP measures.~~

factors. For more details, see ~~“--Discussion~~"Discussion and Analysis--Annual Compensation--Annual ~~Incentives”~~Incentives" and the ~~2014~~2017 Summary Compensation Table.

The two performance measures for the ~~2012-2014~~2015-2017 Long-Term Incentive Plan ("LTIP") performance stock ~~unit (“PSU”~~units ("PSUs") ~~performance cycle which ended on December 31, 2014 consisted of various~~were adjusted free cash flow ~~metrics in~~and adjusted earnings per share, each ~~of 2012, 2013 and 2014, as well as revenue, select working capital ratios, and EBITDA targets in 2012. The~~weighted at 50%. For the performance period which ended December 31, 2017, the Company exceeded both its cumulative adjusted free cash flow target of ~~$140~~$422 million ~~in 2014,~~ and ~~accordingly 120.1%~~its cumulative adjusted earnings per share target of $2.66. As a result, a weighted average payout of 140.0% of the PSUs ~~for the 2014 performance period of the 2012-2014 PSU cycle was~~granted were earned by ~~our executive officers, including our named executive officers. When combined with the results for 2012 and 2013 performance periods,~~ our executive officers, including our named executive officers, other than Mr. ~~McLachlan, received shares of common stock during the first quarter of 2015 in settlement of 97.2%~~Monko who was not an executive officer of the ~~PSUs initially~~Company when these awards were granted ~~for the 2012-2014 PSU cycle. Mr. McLachlan earned 95.9% of the PSUs initially granted for the 2012-2014 PSU performance cycle.~~in 2015. For additional information, see ~~“--Discussion~~"Discussion and Analysis--Long-Term Incentive ~~Compensation”~~Compensation" and the ~~2014~~2017 Option Exercises and Stock Vested table.

~~2014~~

2017 CEO Pay Decisions

~~On March 31, 2014,~~

Mr. Elisman's compensation package is reviewed annually by the Board and adjusted based on recommendations from the Compensation Committee. This takes into account Mr. Elisman's overall performance and experience as the Company's CEO, the overall financial and strategic performance of the Company, and the relative positioning of Mr. Elisman's total compensation package to the median of the Company's Peer Group. For information regarding the Company's Peer Group, see "Peer Group."

Under Mr. Elisman's leadership and against a backdrop of industry consolidation and turbulent international macroeconomic conditions, the Company has delivered strong operating performance, consistently improving profitability and generating strong free cash which has been used to pay down debt, return value to our stockholders through stock buybacks and for strategic acquisitions. Over this same period, the Company has strengthened its business and added strong end-user relevant brands through acquisitions, increased share in faster growing channels, and fostered a results-driven culture. Mr. Elisman has established and begun to successfully ~~completed his first year as CEO~~execute an acquisition strategy, which vets and identifies relevant target companies, and develops and implements comprehensive integration plans, while maintaining strong cash flow and responsible levels of debt. This performance has been recognized by the ~~Company. Taking into account his 2013 performance and~~market resulting in a 35% increase in the ~~fact~~Company's stock price over three years since December 31, 2014. To that ~~Mr. Elisman’s total 2013 compensation package was below the 25~~^th ~~percentile of the Company’s Peer Group,~~end, in March ~~2014,~~2017, the Compensation Committee recommended, and the Board of Directors approved, the following actions related to Mr. ~~Elisman’s 2014~~Elisman's 2017 compensation:


	•	~~A 5% increase in his base salary to $735,000 effective June 30, 2014;~~
	•	~~An increase in his 2014 AIP target to 110% of base salary from 105% in 2013; and~~
	•	The grant of a long-term equity award consisting of 50% PSUs, 25% RSUs and 25% non-qualified stock options (“NQSOs”) with an aggregate target award grant value of $2,000,000. This compares with an aggregate target award grant value of $1,680,000 in 2013.

A 5.7% increase in his base salary to $930,000 effective April 1, 2017;

An increase in his AIP target from 110% to 120%; and

The grant of a long-term equity award with an aggregate target award grant value of $2,200,000. (This compares with an aggregate target award grant value of $2,275,000 in 2016).

The Compensation Committee and the Board of Directors believe that Mr. Elisman's 2017 compensation, including the 2017 AIP and 2015-2017 PSU payouts, appropriately reflect the performance of the Company and Mr. Elisman's achievements as CEO. After these adjustments, Mr. Elisman’s total target compensation package, inclusive of base salary, target annual incentive compensation and target long-term incentive compensation, ~~remains slightly below~~is aligned with the 50^th ~~percentile~~median total target compensation of the ~~Company’s~~Company's 2017 Peer Group, with ~~79%~~82% of his total target compensation consisting of variable, at-risk pay.

2018 Changes in Performance Measures

Historically, and in keeping with the Company's strategy to focus on adjusted operating income and cash generation as discussed above, the Compensation Committee had established a relatively lower weight for net sales in the AIP awards (15% weight for corporate named executive officers and 10% weight for business unit named executive officers), and no net sales measure in the LTIP awards. Following the recent acquisitions that have expanded the Company's geographic footprint and further diversified its customer base and sales channels, beginning in 2018, the Compensation Committee increased the weight of net sales to 20% for the 2018 AIP and decreased the weight on operating income accordingly. The Compensation Committee ~~and the Board of Directors believe that Mr. Elisman’s 2014 compensation, with its continued emphasis on variable pay, appropriately reflects Mr. Elisman’s achievements in his first full-year as~~also added a ~~CEO.~~

~~For additional details see “--Discussion and Analysis--Executive Compensation Mix,” “--Annual Compensation,” and “--Long-Term Incentive Compensation.”~~

~~CEO Realized and Reported Compensation~~

~~The graph below reflects the compensation actually realized by Mr. Elisman in 2013 and 2014, compared to his compensation as reported in the 2014 Summary Compensation Table~~net sales measure weighted at 20% for the ~~same periods. Mr. Elisman was promoted to CEO of~~2018-2020 LTIP PSU award and decreased the Company in March 2013. The long-term equity portion of realized compensation in both 2013 and 2014 relates to his equity awards granted in years prior to his appointment as CEO. Other than shares withheld to satisfy tax obligations upon vesting or settlement of equity awards, Mr. Elisman has not sold any of his Company stock since he joined the Company.


	~~(1)~~	~~Total realized compensation~~ includes actual base salary, all other compensation, and cash incentive compensation for 2013 and 2014 as reported in the applicable Summary Compensation Table, plus stock options or stock-settled appreciation rights exercised or stock awards vested during the respective year. Stock-settled appreciation rights exercised in 2014 at an exercise price of $0.81/share have been outstanding since 2009, and are due to expire in February 2016. Realized compensation excludes changes in pension value. For more information regarding 2014 realized equity compensation, see the 2014 Option Exercises and Stock Vested table; for more information regarding 2013 realized equity compensation, see the 2013 Option Exercises and Stock Vested table in our 2014 Proxy Statement.~~Total reported compensation~~ ~~is 2013 and 2014 total compensation as reported in the applicable Summary Compensation Table, excluding changes in pension value.~~

weight on adjusted free cash flow accordingly.

Summary of Key Executive Compensation Practices

The following table highlights the significant executive compensation practices of the Company which the Compensation Committee believes are effective in aligning the interests of our executive officers with those of our stockholders, and are consistent with good corporate governance.


	• Ÿ At-Will Employment -The Company does not maintain individual employment contracts or individual change-in-control agreements with its executive officers, unless it is common practice to provide an individual employment contract, such as in select international markets where we have executive officers.	Only Mr. Monko, whose employment is based in Poland, has an employment contract.
	• Ÿ Target Compensation at Peer Group Market Median -The Compensation Committee typically targets all components of compensation at or near the ~~50% percentile~~median of our Peer Group; actual pay may be greater-than or less-than median based upon ~~performance.~~	performance and experience.
	• ~~Statistical Regression Analysis~~ Ÿ Pay-for-Performance -~~The Compensation Committee normalizes Peer Group compensation data before use to determine executive officer compensation actions.~~
	• ~~Pay-for-Performance~~ -A significant portion of our executive officer compensation is variable and at-risk, with actual amounts paid based upon performance; for ~~2014, 79%~~2017, 82% of target CEO compensation was at-risk pay.
	• Ÿ Variety of Performance Measures-Our ~~short-and~~short- and long-term compensation programs use a variety of complimentary measures so executive officers do not focus on one measure at the expense of other measures.
	• Ÿ Award Caps -The target ~~award~~awards in our short- and long-term compensation programs provide a maximum 150% payout so executive officers do not focus on the short-term at the expense of the long-term success of the ~~Company.~~	Company, which is conservative to market norms.
	• Ÿ Blend of Corporate and Business Unit Performance -Our short- and long-term compensation programs contain financial performance measures that focus on both business unit and company-wide performance.
	• Ÿ Compensation Committee Negative Discretion -The Compensation Committee may apply negative discretion to reduce an executive ~~officer‚s~~officer's compensation based upon performance or unintended consequences.
	• Ÿ Double-Trigger Equity Award Vesting Upon Change-in-Control -No automatic vesting of equity awards upon a change-in-control.
	• Ÿ Double-Trigger Change-in-Control Provision in Executive Severance Plan -Both a change-in-control and an involuntary termination of employment or termination by the executive for “good reason” must occur to receive cash severance payment.
	• Ÿ Minimum Vesting -Outstanding full-value equity awards are subject to a three-year vesting or performance ~~schedule.~~	period.
	• Ÿ Limited Perquisites ~~with No Tax Gross-Ups~~-The Company generally ~~does not provide perquisites other than taxable grandfathered car allowances and insurance premiums for certain executive officers hired before 2010.~~	limits its use of perquisites.
	• ~~Prohibit~~ Ÿ Prohibition on Stock Option Re-pricing ~~of Underwater Stock Options~~-Re-pricing of underwater stock options is prohibited without stockholder approval.
	• Ÿ Stock Ownership Guidelines-The Company maintains stock ownership guidelines for its executive officers including requirements to retain 50% of net shares received through equity awards until stock ownership guidelines are satisfied; the Company does not include unexercised, vested stock options, or ~~stock-settled appreciation rights, or~~unearned and unvested PSUs in calculating ~~award~~guideline attainment levels.
	• Ÿ Clawback Policy -The Company has a policy to recoup incentive compensation paid or payable to executive officers involved in events that lead to a financial restatement.
	• ~~Prohibit~~ Ÿ Prohibition on Hedging and Pledging - ~~The~~ Company ~~has a~~ policy ~~that~~ prohibits executive officers and directors from hedging or pledging Company stock.
	• Ÿ Independent Compensation Committee -The Compensation Committee is comprised entirely of independent members of our Board of Directors.
	• Ÿ External Compensation Consultant -The Compensation Committee ~~has engaged~~engages an independent executive compensation consultant who acts solely at the direction of the Compensation Committee.
	• Ÿ Review Tally Sheets -The Compensation Committee reviews a total summary of current and historical compensation for our named executive officers to ensure pay is aligned with market, individual performance and Company performance.

The above practices are designed to ensure that the compensation of our executive officers, including our named executive officers, effectively motivates them to deliver results which are aligned with the strategies of the Company and which enhance long-term stockholder ~~value.~~

value creation.

Advisory Vote on ~~2013~~2016 Executive Compensation

In overseeing our ~~Company‚s~~Company's executive compensation program, the Compensation Committee seeks to provide compensation for our executive officers, including our named executive officers, that is competitive within our industry, with a substantial emphasis on Company performance and stockholder returns. At the ~~2014~~2017 annual meeting of stockholders, ~~94.5%~~97.0% of the votes cast on the proposal voted to approve, in a non-binding, advisory vote, the ~~2013~~2016 compensation of our named executive officers. Though the Compensation Committee believes this affirms our stockholders’ support of the Company’s approach to executive compensation, the Company continues to update its executive compensation programs as business and industry conditions change. The Compensation Committee will continue to consider the outcome of our stockholders’ annual advisory votes on executive compensation and other important input from our stockholders when making future compensation decisions for our named executive officers. ~~Key highlights of actions taken by the Company during 2014 are as follows:~~


•	~~Implemented double-trigger equity vesting in the event of a change-in-control, thus eliminating accelerated equity vesting absent employment termination; and~~
•	Established a new peer group with median revenue more closely aligned with our Company, which will be used to establish executive compensation in 2015. For further details, see “--Discussion and Analysis--Peer Group.”

Discussion and Analysis

Executive Compensation Philosophy

Our compensation philosophy seeks to align each of our executive officer’s interests with those of our stockholders by rewarding performance against established goals at both the corporate and business unit level. In order to attract, retain, reward and motivate high-caliber talent and management leadership, our program includes components designed to align our business strategy with increasing stockholder value. Our total compensation is weighted toward performance-based incentives, which we believe encourage the creation of stockholder value through the achievement of the Company’s revenue growth, profitability improvement, cash flow, and total asset utilization goals as well as share price appreciation. The Compensation Committee seeks to establish total compensation opportunities, and each component of compensation, at approximately the 50^th ~~percentile~~median of compensation paid to similarly situated executives of companies in our Peer Group. The Compensation Committee may exercise discretion in setting individual compensation higher or lower than the 50^th ~~percentile,~~median, where individual experience and performance ~~a promotion~~ and/or other factors warrant such action. A substantial portion of our executive compensation is at risk. Our pay-for-performance philosophy links management and ~~stockholders’~~stockholders' interests through incentive awards that balance both short-term and long-term financial goals and drive achievement of the Company’s business objectives by tying compensation to the accomplishments of those objectives.

The components of compensation are developed by our Compensation Committee, with advice received from both its independent compensation consultant and our management team, and are set annually to ensure alignment with the ~~objectives of the~~ Company’s compensation philosophy.


Compensation Components
	Annual Compensation	Base ~~salary~~Salary - fixed earnings based on the Compensation ~~Committee‚s~~Committee's assessment of competitive market data, the position, and the incumbent executive ~~officer‚s~~officer's experience, skills, knowledge and performance; provides an appropriate level of financial certainty.
			Annual ~~incentives~~Incentives - variable performance-based cash compensation earned if annual financial objectives established by the Compensation Committee are achieved, with above-target ~~awards~~payouts for comparable performance and below-target or no ~~awards~~payouts for performance that falls short of established goals.
	Long-Term ~~Equity~~ Compensation¹	Performance Stock Units and/or Performance Cash - equity and/or cash awards that reward the achievement of long-term financial performance goals which contribute to the creation of stockholder value over the long-term, with above-target ~~awards~~payouts for comparable performance and below-target or no ~~awards~~payouts for performance that falls short of established goals.
			Stock Options - equity awards that align management with ~~stockholders’~~stockholders' interest in share price appreciation.
			Restricted Stock Units - equity awards that encourage retention while aligning management with ~~stockholders’~~stockholders' interests through stock ownership.
	Benefits	The Company provides ~~a tax-qualified defined contribution~~ retirement, ~~plan and~~ health and welfare plans that are the same as offered to all other salaried ~~U.S.-based employees.~~employees in the same geography. In addition, ~~all~~ executive officers receive ~~supplemental~~ life and long-term disability ~~insurance~~ coverage and some executive officers receive certain limited ~~perquisites for some executive officers.~~	perquisites.

¹ The Compensation Committee determines annually the long-term compensation mix based on a variety of factors, such as participant eligibility, share availability, cost and cash flow impact to the Company.

Role of our Compensation Committee

~~The~~

Our Compensation Committee is responsible for establishing, overseeing, and monitoring executive compensation and benefit programs for the Company consistent with our pay-for-performance philosophy. At the direction of the Compensation Committee, management prepares ~~a presentation~~presentations of total compensation, ~~“tally~~"tally sheets,”" and other supporting data for the Compensation ~~Committee‚s~~Committee's use when considering and determining executive compensation. The ~~“tally sheets”~~"tally sheets" provide a succinct

summary of all components of each named executive ~~officer‚s~~officer's compensation so that the Compensation Committee can analyze each component, the aggregate amount of the components and the impact of Company performance on the value of both short- and long-term incentive awards.

The Compensation Committee also annually reviews the target compensation for the CEO and presents a recommendation to the Board of Directors regarding the CEO’s total cash and long-term equity incentive compensation ~~awards~~ based on this evaluation. The ~~CEO‚s~~CEO's performance and the Compensation ~~Committee‚s~~Committee's recommended compensation actions are then discussed with ~~and approved by~~ the Board of ~~Directors.~~

Directors, which establishes the CEO's total compensation annually.

For additional information regarding the role of our Compensation Committee, see ~~“Corporate~~"Corporate Governance--Committees --Compensation Committee.”

Role of Our Compensation Consultant and Management

The Compensation ~~Committee has retained Compensation Strategies, Inc. (“CSI”) as its~~Committee's independent compensation consultant ~~and advisor on executive compensation and benefit matters. CSI~~ provides competitive compensation data, analysis and guidance to the Compensation Committee, which is used when reviewing and designing our overall executive compensation programs. During ~~2014, CSI~~2017, Compensation Strategies Inc. ("CSI") provided guidance and recommendations to the Compensation Committee on executive officer compensation and related governance ~~matters.~~matters, as well as consultation regarding the design of our short- and long-term incentive awards. In addition, CSI provided guidance and recommendations to the Governance Committee regarding non-employee directors' compensation. During ~~2014,~~2017, representatives of CSI attended ~~six~~three of the seven Compensation Committee meetings. ~~CSI did not perform any other services for the Company in 2014.~~

The Compensation Committee also received a letter from CSI addressing factors relevant to the SEC and NYSE rules regarding independence and conflicts of interest. After considering the information and statements provided by CSI in its letter, as well as other factors and information, no conflicts of interest with respect to CSI‚s advice were identified by the Compensation Committee, and the Compensation Committee concluded CSI was an independent consultant.

Our executive management makes recommendations regarding executive compensation matters to the Compensation Committee. Management takes into account ~~CSI‚s~~the compensation consultant's advice to the Compensation Committee and uses publicly available compensation and benefits survey data and information when making its recommendations to the Compensation Committee. Management may retain other consultants to provide related competitive data and information to assist management in formulating such recommendations. ~~Management‚s~~Management's recommendations have historically focused on the Company’s broad-based compensation and benefit plans, the structure and performance measures for short-term and long-term incentives, and compensation and benefits matters related to the Company’s executive officers. Members of our management team, including our CEO, may be invited to attend all or portions of the Compensation Committee meetings. At these meetings, ~~the Compensation Committee solicits the views of~~ our CEO onprovides his recommendations regarding compensation and benefits matters pertaining to our other executive officers. The Compensation Committee has ultimate authority with respect to all compensation actions, plans, and programs for our executive officers, other than our CEO. Recommendations relating to compensation matters pertaining to our CEO, Mr. Elisman, are made by the Compensation Committee and approved by the independent members of our Board of Directors without Mr. Elisman being present.

During 2017, the Compensation Committee conducted a competitive market review of executive compensation consulting firms and retained Meridian Compensation Partners, LLC ("Meridian") as its independent compensation consultant and advisor on executive compensation and benefit matters, effective June 13, 2017. During 2017, representatives of Meridian attended two of the seven Compensation Committee meetings.

Independence of Compensation Consultant

The Compensation Committee received a letter from each of CSI and Meridian addressing factors relevant to the SEC and NYSE rules regarding independence and conflicts of interest. After considering the information and statements provided by CSI and Meridian in each of their respective letters, as well as other factors and information, no conflicts of interest with respect to either CSI or Meridian's advice were identified by the Compensation Committee, and the Compensation Committee concluded each of CSI and Meridian was an independent consultant.

Compensation Risk Assessment

Management has analyzed the ~~Company‚s~~Company's compensation programs, plans, policies and practices for all employees, in addition to those impacting executive officers, and concluded that the risks arising from them are not likely to have a material adverse effect on the Company. Our Compensation Committee has reviewed and discussed with management the results of ~~management‚s~~management's evaluation of our compensation programs and practices and agreed with their conclusions that the risks associated with our compensation programs are within our ability to effectively monitor and manage and were not reasonably likely to have a material adverse effect on the Company.

Peer Group

In establishing executive compensation, the Compensation Committee reviews the compensation of our executive officers in relation to the compensation of executives at a group of comparable companies. We refer to that group of companies as our ~~“Peer~~"Peer Group.~~” We review~~" The Compensation Committee reviews and approves our Peer Group on a biennial basis.

The most recent review occurred in 2016 and was used to establish 2017 compensation for our executive officers, including our named executive officers. This review resulted in the removal of six companies that were no longer publicly traded or that no longer fit our peer-selection criteria, and the addition of eight new companies that were aligned with our peer-selection criteria. The Peer Group consists of the following 25 companies with median revenue of $2.0 billion and median market capitalization of $2.4 billion, as of August 31, 2016:

Armstrong World Industries, Inc.	Interface, Inc.	Steelcase Inc.
Brady Corporation	Kimball International, Inc.	The Scotts Miracle-Gro Company
Deluxe Corporation	Knoll, Inc.	The Toro Company
Essendant Inc.	Libbey Inc.	Tupperware Brands Corporation
Fortune Brands Home & Security, Inc.	Logitech International SA	UniFirst Corporation
G&K Services, Inc.	NACCO Industries, Inc.	VeriFone Systems, Inc.
Helen of Troy Limited	Pitney Bowes Inc.	Zebra Technology Corporation
Herman Miller, Inc.	Plantronics, Inc.
HNI Corporation	Snap-on Incorporated

As the ~~sole,~~only pure-play school and office products manufacturing company headquartered in the U.S., it is difficult to identify companies whose size, business, industry dynamics and other characteristics are largely similar to those of ACCO Brands. With this constraint in mind, CSI provided guidance to the Compensation Committee regarding the creation of ~~peer selection~~peer-selection criteria designed to establish a representative Peer Group for the Company. Consistent with those recommendations, the Compensation Committee established the following criteria for selecting companies for inclusion in our Peer Group:

Type of business - includes companies with the following characteristics:

◦

Global operations and manufacturing

•	~~Type of Business:~~
◦	o	~~Companies with U.S. manufacturing operations.~~
	o	~~Companies with business-to-business~~Business-to-business sales models in similar markets as the ~~Company.~~Company

o ◦

~~Companies which sell products~~Products sold through stores and distributors, specifically excluding chemical, heavy machinery and other non-comparable ~~manufacturers.~~manufacturers

Size of business - includes companies with the following characteristics:

•	~~Size of Company:~~
◦	o	~~Companies whose revenue~~Revenue size is half to three times the size of our ~~revenue.~~revenue

o ◦

~~Companies with a market~~Market capitalization of half to four times the size of our market ~~capitalization.~~capitalization

~~Our Peer Group consists of companies which~~

Companies meeting these criteria generally participate in the same or similar industries, share our product distribution model and are companies with which we compete for talented executives.

Total compensation data for all Peer Group companies is regressed to our Company size to adjust for ~~2014 Compensation Actions~~

The Peer Group that was used to establish the total compensation for our executive officers, including our named executive officers, in 2014 consisted of the following 22 companies with median revenue of $3.0 billion:


~~American Greetings Corporation~~¹	~~Libbey Inc.~~	~~OfficeMax, Inc.~~^1,2	~~Steelcase Inc.~~
~~Deluxe Corporation~~	~~Logitech International S.A.~~	~~Pitney Bowes, Inc.~~²	~~The Toro Company~~
~~Fortune Brands Home & Security, Inc.~~	~~Masco Corporation~~²	~~Polycom, Inc.~~	~~United Stationers Inc.~~
~~Herman Miller, Inc.~~	~~MeadWestvaco Corp.~~²	~~SanDisk Corporation~~²	~~Zebra Technologies Corporation~~
~~HNI Corporation~~	~~Newell Rubbermaid Inc.~~²	~~The Scotts Miracle-Gro Company~~
~~Lexmark International Inc.~~	~~Office Depot, Inc.~~^1,2	~~Snap-on Incorporated~~

¹	~~American Greetings Corporation was no longer publicly traded as of year-end 2013; Office Depot, Inc. and OfficeMax, Inc. merged before year-end 2013.~~
²	Company revenue and/or market capitalization was greater than our established target range when this Peer Group was established; total compensation data is regressed to our Company size to adjust for this difference.

~~Peer Group Commencing with 2015 Compensation Actions~~

The Compensation Committee updated the Peer Group in 2014 for compensation actions commencing in 2015. The Compensation Committee removed four companies that were either no longer publicly traded or were no longer a good fit as our peer, and added five new companies that were aligned with our Peer Group selection criteria. As a result, the Peer Group established for 2015 compensation actions consists of the following 23 companies that had median revenue of $2.1 billion.


~~Armstrong World Industries, Inc.~~~~(new)~~	~~Interface, Inc.~~~~(new)~~	~~MeadWestvaco Corporation~~¹	~~Snap-on Incorporated~~
~~Cenveo, Inc.~~~~(new)~~	~~Kimball International, Inc.~~~~(new)~~	~~Newell Rubbermaid Inc.~~¹	~~Steelcase Inc.~~
~~Deluxe Corporation~~	~~Knoll, Inc.~~~~(new)~~	~~Pitney Bowes Inc.~~	~~The Toro Company~~
~~Fortune Brands Home & Security, Inc.~~	~~Lexmark International, Inc.~~	~~Polycom, Inc.~~	~~United Stationers Inc.~~
~~Herman Miller, Inc.~~	~~Libbey Inc.~~	~~SanDisk Corporation~~¹	~~Zebra Technologies Corporation~~
~~HNI Corporation~~	~~Logitech International S.A.~~	~~The Scotts Miracle-Gro Company~~

¹ ~~See footnote (2) above.~~

size differences.

Executive Compensation Mix

The Compensation Committee believes that linking pay and performance contributes to the creation of stockholder value. For the pay-and-performance link to be effective, experienced high-performing individuals who have proven to be strong contributors to the Company’s performance should be rewarded with total compensation that falls at approximately the 50^th ~~percentile~~median of total compensation paid to similarly situated executives of the companies in our Peer Group. The Compensation Committee may exercise discretion ~~to vary these objectives~~ in consideration of additional factors such as individual performance, experience level, future potential and specific job assignment of the executive, pay equity, market conditions and the Company’s recent performance.

A substantial portion of executive compensation is at risk. Accordingly, our executive compensation components are weighted toward ~~performance-based~~ incentives which we believe encourage the creation of stockholder value through the achievement of the Company’s or specific business ~~unit‚s~~unit's revenue growth, profitability improvement, cash flow, and total asset utilization goals as well as share price appreciation. Though the Compensation Committee has not pre-established any relative weightings among the various compensation components, the Compensation Committee targets the 50^th ~~percentile~~market median of the ~~market~~Peer Group for each compensation component. The Compensation Committee reviews the base salary and annual and long-term incentive

compensation mix for executive officers at least annually to ensure alignment with the ~~Company‚s objectives for~~Company's executive ~~compensation.~~

compensation philosophy.

The following graphs have been prepared on a target total direct compensation basis to illustrate the allocation of the principal compensation components for our named executive officers in ~~2014.~~2017. The percentages reflect the amounts of ~~2014~~2017 base salary, target annual cash incentive compensation, and target long-term ~~equity~~incentive awards granted in ~~2014.~~2017. At least ~~62%~~69% of these compensation components were variable and at risk for the named executive officers, other than for Mr. Elisman, who had ~~79%~~82% of his compensation components variable and at risk.

Annual Compensation

In establishing executive compensation, the Compensation Committee ~~reviews~~reviewed the Peer Group compensation data it ~~receives~~received from CSI. Since the size of some of the Peer Group companies is outside of our target size range and we only update this data ~~biannually,~~biennially, CSI ~~uses~~used statistical regression analysis to eliminate discrepancies based on size and ~~makes~~made appropriate adjustments to compensation for the age of the data before providing it to the Compensation Committee for review.

Since the annual compensation review and adjustment timing occurred during the same quarter that the Company completed the Esselte Acquisition, CSI's guidance was to use regression analysis to establish base salary and incentive market values at both $1.75 billion and $2.50 billion in annual sales using our Peer Group data.

Base Salaries

In ~~2014,~~March 2017, the Compensation Committee and the Board of Directors approved the following base salary actions ~~relative to~~for the named executive ~~officers:~~

Name Base Salary on
1/1/2014
($) Base Salary Change Effective Date New Base Salary
($) % Change
Boris Elisman $700,000 06/30/14 $735,000 5.0%
Neal V. Fenwick $475,000 06/30/14 $490,000 3.2%
Thomas W. Tedford $435,000 06/30/14 $450,000 3.4%
Neil A. McLachlan $455,000 06/30/14 $475,000 4.4%
Christopher M. Franey $435,000 06/30/14 $440,000 1.1%

~~When~~officers, effective April 1, 2017:

Name	Prior Base Salary ($)		Base Salary Change Effective Date	New Base Salary ($)		% Change
Boris Elisman	$	880,000	04/01/17	$	930,000		5.7	%
Neal V. Fenwick	$	515,000	04/01/17	$	530,450		3.0	%
Thomas W. Tedford	$	505,000	04/01/17	$	530,450		5.0	%
Cezary Monko ¹	$	508,429	04/01/17	$	518,597		2.0	%
Pamela R. Schneider	$	417,000	04/01/17	$	438,250		5.1	%

¹ The prior base salary for all named executive officers, except Mr. Monko, was in effect on January 1, 2017. The prior base salary for Mr. Monko was established on February 1, 2017, the effective date of the Esselte Acquisition. Mr. Monko's prior base salary and new base salary are shown in U.S. dollars, converted from Polish Zloty using the 2017 average conversion rate of 0.2653.

In considering 2017 salary adjustments for executive officers, the Compensation Committee ~~utilizes~~utilized performance assessments by our CEO and Peer Group compensation information provided ~~to the Compensation Committee~~ by ~~CSI and management.~~CSI. In the case of Mr. Elisman, the Compensation Committee and the Board of Directors ~~uses~~used its performance assessment of Mr. Elisman, and Peer Group compensation information provided ~~to the Board of Directors~~ by CSI. The ~~2014~~Compensation Committee used the regressed Peer Group median base salary results as guide posts for determining Mr. Elisman's base salary adjustment. Following the 2017 base salary adjustment, Mr. Elisman's 2017 base salary is aligned with these median base salary guide-posts, with his 2017 base salary 3% above the median

base salaries of CEO positions at Peer Group companies at $1.75 billion in sales and 6% below the median base salaries of CEO positions at Peer Group companies at $2.5 billion in sales.

The 2017 base salaries for our named executive officers, other than Mr. Elisman, ranged from 5% to 18% above the 25^th ~~to the 75~~^th ~~percentile for similar~~median base salaries of comparable positions at Peer Group companies at $1.75 billion in ~~our~~sales, and ranged from 0% to 8% above the median base salaries of comparable positions at Peer ~~Group.~~

Group companies at $2.5 billion in sales.

Annual Incentives

~~As previously discussed, Mr. Elisman’s 2014 target incentive award was increased to 110% of his base salary. See “--Executive Summary--2014 CEO Pay Decisions.”~~

The ~~2014~~2017 annual incentive target opportunities for all ~~other~~ named executive officers (other than Messrs. Elisman and Monko) remained unchanged from the levels established in ~~2013.~~2016. Mr. Elisman's annual incentive target opportunity was increased from 110% to 120% for 2017. The ~~Compensation Committee believes the 2014~~2017 target annual incentive award opportunity of 120% of base salary for Mr. Elisman is ~~slightly above~~at the 50^th ~~percentile, and that~~median CEO target annual incentive percent opportunity of companies in our Peer Group. Mr. Monko's annual incentive target opportunity was established when he joined the Company following the Esselte Acquisition. The target annual incentive award ~~opportunities~~opportunity percent for each of our other executive officers, as a group, ~~are~~is at or ~~near~~slightly below the 50^th ~~percentile,~~median of companies in our Peer Group.

The table below summarizes the ~~2014~~2017 AIP target and maximum award opportunities, and the actual, earned ~~2014~~2017 AIP awards for each of our named executive officers.

Name Target AIP
as % of
Salary
(100% of
Target) Maximum AIP
as % of Salary
(150% of
Target) Target AIP
Opportunity
($) Actual
AIP
Award
($) Total Award
as % of
Target
Award Total
Award as
% of
Salary
Boris Elisman 110.00 % 165.0 % 788,510 665,502 84.4% 92.8%
Neal V. Fenwick 65.00 % 97.5 % 313,438 264,541 84.4% 54.9%
Thomas W. Tedford 65.00 % 97.5 % 287,437 281,976 98.1% 63.8%
Neil A. McLachlan 65.00 % 97.5 % 302,000 197,206 65.3% 42.4%
Christopher M. Franey 65.00 % 97.5 % 284,313 140,450 49.4% 32.1%

Name	Target AIP as % of Salary (100% of Target)			Maximum AIP as % of Salary (150% of Target)			Target AIP Opportunity ($)		Actual AIP Award ($)		Total Award as % of Target Award			Total Award as % of Salary
Boris Elisman		120.00	%		180.0	%		1,101,000		988,698		89.8	%		107.8	%
Neal V. Fenwick		65.00	%		97.5	%		342,282		307,369		89.8	%		58.4	%
Thomas W. Tedford		65.00	%		97.5	%		340,657		326,690		95.9	%		62.3	%
Cezary Monko ¹		65.00	%		97.5	%		307,896		335,299		108.9	%		70.8	%
Pamela R. Schneider		60.00	%		90.0	%		259,763		233,267		89.8	%		53.9	%
¹ Mr. Monko's AIP reflects 11 months of employment with the Company following the Esselte Acquisition, and is reflected in U.S. dollars converted from Polish Zloty using the 2017 average conversion rate of 0.2653.

For ~~2014,~~2017, the Compensation Committee established a minimum level of ACCO Brands adjusted operating income required before any AIP award payout would be made. The minimum required level of adjusted operating income is referred to as the performance ~~“gate.”~~"gate." The Compensation Committee, in consultation with management and CSI, considered a variety of measures and performance goals when designing the ~~2014~~2017 AIP and determined that executive officers would be measured against the same three financial performance ~~goals:~~goals used in recent years, which are adjusted operating income, net sales, and working capital efficiency. These three financial performance measures, defined below, are measured at budgeted currency rates to remove the impact of year-to-year currency fluctuations which are outside of the control of management, and are consistent with our corporate strategies to grow sales and improve profitability and asset management.

Adjusted operating income is operating income as reported in accordance with U.S. generally accepted accounting principles adjusted to exclude certain one-time and non-comparable items primarily associated with transaction and integration related expenses, restructuring charges, and unusual items, as well as incentive compensation expense.

Net sales is revenue calculated in accordance with U.S. generally accepted accounting principles.

Working capital efficiency measures working capital productivity over a twelve-month period of time, expressed as a percentage of sales. Adjusted operating income, net sales and working capital efficiency are measured at budgeted currency rates. These measures are consistent with our corporate strategies to grow sales and improve profitability and asset management.

All of our named executive officers had at least ~~50%~~70% of their ~~2014~~2017 target AIP opportunity determined by ACCO Brands adjusted operating ~~income. Consistent with the Company’s strategy to grow in emerging markets, the balance~~income, or a combination of ~~the AIP goals established for executive officers managing our emerging markets were based upon~~ACCO Brands' adjusted operating income and business unit adjusted operating income. For our corporate level named executive officers, the remaining 30% is weighted equally between ACCO Brands' net sales ~~for~~

~~their~~and ACCO Brands' working capital efficiency. Our business ~~unit. Consistent~~unit named executive officers' remaining AIP is weighted 15% on business unit working capital efficiency and 10% on business unit net sales. The heavier weighting on adjusted operating income is in line with the ~~Company’s~~Company's strategy to successfully improve profitability in the ~~mature markets, the balance~~face of a turbulent external environment characterized by consolidation of our historical office superstores customers and increased competition from mass market and e-commerce retailers, as well as volatile foreign currency. The financial performance for each of the Company's AIP ~~goals established~~financial performance measures is calculated at the Company's budgeted foreign currency exchange rates for executive officers managing our mature markets were based upon their business unit’s adjusted operating income and working capital efficiency. The balance of AIP goals established for corporate executive officers were ACCO Brands net sales and working capital efficiency.the fiscal calendar year. For

2017, the ~~2014 AIP, the maximum~~ AIP award opportunity ~~was~~for each financial performance measure ranged from a threshold of 50% to a maximum of 150% of ~~target.~~target, with 0% payout for below-threshold performance. The chart below summarizes the ~~2014~~ weights and performance measures for the 2017 AIP awards for each of our named executive officers, which vary depending upon ~~his~~ leadership responsibilities:

Name ACCO Brands Adjusted Operating Income ACCO Brands Working Capital Efficiency ACCO Brands
Net Sales Business Unit Adjusted Operating Income Business Unit Working Capital Efficiency Business Unit
Net Sales
Boris Elisman 70% 15% 15%
Neal V. Fenwick 70% 15% 15%
Thomas W. Tedford 50% 35% 15%
Neil A. McLachlan 50% 20% 15% 15%
Christopher M. Franey 50% 30% 20%

~~2014~~

Name	ACCO Brands Adjusted Operating Income			ACCO Brands Working Capital Efficiency			ACCO Brands Net Sales			Business Unit Adjusted Operating Income			Business Unit Working Capital Efficiency			Business Unit Net Sales
Boris Elisman		70	%		15	%		15	%
Neal V. Fenwick		70	%		15	%		15	%
Thomas W. Tedford		50	%								25	%		15	%		10	%
Cezary Monko		50	%								25	%		15	%		10	%
Pamela R. Schneider		70	%		15	%		15	%

For the AIP award, the 2017 ACCO Brands adjusted operating income ~~was $180.4 million, an amount that~~ exceeded the AIP performance ~~“gate”~~"gate" of ~~$164.4~~$125 million, ~~and represented near-target performance.~~though actual performance was slightly below the adjusted operating income target. The performance for each of the other ~~2014~~2017 AIP financial performance measures varied depending upon the business unit, with some results exceeding target and others falling below target and/or threshold. While the Company met its 2017 sales expectations, it had established a higher budgeted sales objective for the 2017 AIP, which fell below expectations.

Messrs. Elisman and Fenwick, and Ms. Schneider each earned ~~84.4%~~89.8% of their target AIP awards, and Messrs. Tedford ~~McLachlan,~~ and ~~Franey~~Monko earned ~~98.1%, 65.3%~~95.9%% and ~~49.4%~~108.9%, respectively, of their target AIP awards. All named executive ~~officers’~~officers' payouts reflected the ~~near-target~~slightly below target performance of ACCO ~~Brands’~~Brands' adjusted operating income, with Messrs. Elisman and ~~Fenwick’s~~Fenwick, and Ms. Schneider's AIP awards appropriately weighted more heavily toward total Company adjusted operating income than the other named executive officers. In addition, each of these ~~officer’s~~officer's AIP award payout is reflective of other factors as follows:

	•	~~Messrs. Elisman and Fenwick’s 84.4% AIP award payout reflected above threshold performance for total Company net sales and working capital efficiency.~~
	•	~~Mr. Tedford’s 98.1% AIP award payout reflected above-target performance by the U.S. business on its adjusted operating income measure.~~
	•	~~Mr. McLachlan’s 65.3% AIP award payout reflected strong working capital efficiency performance in significant portions of the international business.~~
	•	~~Mr. Franey’s 49.4% AIP award payout was impacted by the performance of the Computer Products Group, which did not achieve threshold performance on its business unit AIP measures.~~

Messrs. Elisman and Fenwick, and Ms. Schneider's 89.8% AIP award payout also reflected above target performance for total Company working capital efficiency and below threshold performance for net sales.

Mr. Tedford's 95.9% AIP award payout also reflected below threshold performance by the North American segment on its net sales, slightly above target performance by the North American segment on its adjusted operating income, and above target performance by the North American segment on its working capital efficiency.

Mr. Monko's 108.9% AIP award payout (which reflects 11 months of employment with the Company following the Esselte Acquisition) also reflected below threshold performance by the EMEA segment for its net sales, and above target performance by the EMEA segment for its adjusted operating income and its working capital efficiency.

Long-Term Incentive Compensation

Pursuant to the ~~2011~~ Incentive Plan, the Company may use a variety of long-term incentive vehicles, ~~including NQSOs,~~such as Non-Qualified Stock Options ("NQSOs"), RSUs, PSUs and ~~PSUs. Presently,~~Performance Cash. The Compensation Committee determines annually the ~~Company’s~~ long-term ~~incentives~~compensation mix based on a variety of factors, such as our business strategy, marketplace trends, retention needs, participant eligibility, LTIP share availability, cost and cash flow impact to the Company. Our LTIP awards ~~(“LTIP”) consist~~are generally comprised of 50% PSUs, 25% RSUs and 25% NQSOs. ~~Our~~However, Mr. Elisman's 2017 LTIP award is comprised of 60% PSUs, ~~are structured to provide above-market~~20% RSUs and 20% NQSOs. The 2017 LTIP awards for ~~comparable performance and below-market or no awards for performance that falls short of established goals. Following~~all other executive officers, including the named executive officers, were consistent with our general practice. The following is a description of the terms of our outstanding PSUs, Performance Cash, RSUs and NQSOs:


	*~~Performance Stock Units (PSUs).~~* Performance Stock Units (PSUs). PSUs are awarded for a three-year performance period, and have specific performance measures and targets that are ~~awarded for a three-year cycle. The 2012-2014 PSU awards had three one-year performance periods, each of which had specific performance measures and targets that were~~ determined ~~annually~~ by the ~~Compensation Committee. Each year, one-third of the PSUs could be earned based on attainment of the specified performance measures within a range of threshold to maximum performance.~~

	In 2013, the Compensation Committee determined that meaningful three-year objectives that were aligned with the Company’s strategy and stockholders’ interests could be set. Consequently, the 2013-2015 and 2014-2016 PSU awards were established with one three-year performance period.


	All grants of PSUs cliff-vest after completion of the three-year cycle, except as otherwise provided in the 2011 Incentive Plan or award agreements. Participants can earn from 50% to 150% of each of their granted PSU awards, with 0% for below threshold performance. Earned, vested PSUs are settled in shares of common stock of the Company.

	*~~Restricted Stock Units (RSUs).~~*RSUs represent the right to receive shares of common stock of the Company and cliff vest on the third anniversary of the grant date, except as otherwise provided in the 2011 Incentive Plan or award agreements.

	*~~Non-Qualified Stock Options (NQSOs).~~*NQSOs have an exercise price not less than the average of the high and low trading price of the Company’s stock on the NYSE on the grant date, or the next trading day if the awards are granted on a day when the NYSE is closed. NQSOs vest in three equal installments on each of the first three anniversaries of the grant date, except as otherwise provided in the 2011 Incentive Plan or award agreements.

~~The~~ Compensation Committee ~~establishes target~~at the beginning of the performance period. All grants of PSUs cliff-vest after completion of the three-year performance period, except as otherwise provided in the Incentive Plan or award agreements. Participants can earn from 50% to 150% of each PSU award, with 0% for below threshold performance. Earned, vested PSUs are settled in shares of common stock of the Company.

Performance Cash. Performance Cash awards are awarded for a three-year performance period, and have specific performance measures and targets that are determined by the Compensation Committee at the beginning of the performance period. All grants of Performance Cash cliff-vest after completion of the three-year performance period, except as otherwise

provided in the Incentive Plan or award agreements. Participants can earn from 50% to 150% of each Performance Cash award, with 0% for below threshold performance. Earned, vested Performance Cash awards are settled as a cash payment.

Restricted Stock Units (RSUs). RSUs represent the right to receive shares of common stock of the Company and cliff vest on the third anniversary of the grant date, except as otherwise provided in the Incentive Plan or award agreements. Solely for purposes of Section 162(m) of the Code, the RSUs granted to our executive officers, including named executive officers in 2017, included a modest financial performance goal. Vested RSUs are settled in shares of common stock of the Company.

Non-Qualified Stock Options (NQSOs). NQSOs have an exercise price equal to the average of the high and low trading price of the Company’s stock on the NYSE on the grant date, or the next trading day if the awards are granted on a day when the NYSE is closed. NQSOs vest in three equal installments on each of the first three anniversaries of the grant date, except as otherwise provided in the Incentive Plan or award agreements.

Target LTIP grant values are established after giving consideration to the compensation practices of our Peer Group, internal equity, executive performance, and ~~its~~a desire to maintain a compensation package weighted toward variable, performance-based compensation. ~~Our CEO recommends to~~

Equity Awards

The 2015-2017 PSU cycle ended on December 31, 2017. Actual 2015-2017 cumulative adjusted free cash flow exceeded the ~~Compensation Committee~~three-year cumulative target of $422 million and actual 2015-2017 cumulative adjusted earnings per share exceeded the three-year cumulative target of $2.66. As a result, a weighted average payout of 140% of the PSUs were earned by our executive officers, including our named executive officers (other than Mr. Monko), each of whom received shares of common stock during the first quarter of 2018. The settled shares are summarized in the table below:

			Adjusted Free Cash Flow (50% Weight)				Adjusted EPS (50% Weight)				Total		PSU Payout
Name	PSUs Granted		Target Shares		Earned Shares		Target Shares		Earned Shares		PSUs Earned		as % of PSUs Granted
Boris Elisman		199,449		99,725		140,812		99,724		138,318		279,130		139.95	%
Neal V. Fenwick		47,488		23,744		33,527		23,744		32,933		66,460		139.95	%
Thomas W. Tedford		66,483		33,242		46,938		33,241		46,106		93,044		139.95	%
Cezary Monko¹		N/A		N/A		N/A		N/A		N/A		N/A		N/A
Pamela R. Schneider		35,616		17,808		25,145		17,808		24,700		49,845		139.95	%

¹ Mr. Monko was not an ~~appropriate grant value for each executive officer. For Mr. Elisman,~~employee of the ~~Compensation Committee works with CSI and recommends to~~Company at the ~~Board of Directors an appropriate grant value.~~

~~Equity Awards Granted~~

time the 2015-2017 PSU was granted.

In ~~2014,~~2017, the Compensation Committee approved an annual LTIP grant ~~of equity awards~~ for the executive officers, including the named executive officers. In the case of Mr. Elisman, the Compensation Committee made ~~award recommendations~~a recommendation to the Board of ~~Directors. Each~~Directors, which approved the award to Mr. Elisman. The 2017-2019 PSU three-year performance period commenced on January 1, 2017 and the financial performance measures are adjusted free cash flow and adjusted earnings per share, with each measure weighted at 50%.

CSI provided the Compensation Committee with median LTIP market values regressed at both $1.75 billion and $2.50 billion in sales using our Peer Group data. The Compensation Committee used these median LTIP results as guide posts for determining Mr. Elisman's 2017 LTIP award. The grant value for Mr. Elisman's 2017 LTIP award was ~~comprised~~at the median LTIP value of ~~50% PSUs with a three-year performance cycle commencing on January 1, 2014, 25% RSUs,~~CEO positions at Peer Group companies at $1.75 billion in sales, and ~~25% NQSOs.~~was 16% below the median LTIP value of CEO positions at Peer Group companies at $2.5 billion in sales. The ~~NQSOs were awarded at an exercise price of $6.12 per share. The total target award~~grant value for ~~each of~~the 2017 LTIP award for the named executive officers, ~~was near~~other than Mr. Elisman, ranged from 10% to 19% above the 50^th ~~percentile~~median LTIP values of comparable positions ~~in our~~at Peer Group ~~for long-term incentive awards.~~companies at $1.75 billion in sales, and ranged from 0% to 17% below the median LTIP values of comparable positions at Peer Group companies at $2.50 billion in sales. For additional information, see the Grants of Plan-Based Awards table.

~~2014 PSU Financial Performance Measure~~

The Compensation Committee selected adjusted free cash flow as the 2014 PSU performance measure. The Compensation Committee believed that this would focus management on the goal of reducing debt and positioning the Company to evaluate other value-creating opportunities, including acquisitions and share repurchases. For similar reasons, adjusted free cash flow was selected as the financial performance measure for the 2014-2016 PSU three-year performance cycle, as well as for the last one-year performance period for the 2012-2014 PSU cycle. Adjusted free cash flow is free cash flow as reported less certain one-time strategic costs as determined by the Compensation Committee.

~~The table below summarizes the total PSUs earned by each of our named executive officers for the 2012-2014 PSU cycle:~~

~~2012-2014 Performance Stock Units~~

2012⁽¹⁾ 2013⁽¹⁾ 2014
Executive Officer Total
PSUs Granted 50%
Revenue
(0%
Payout) 25%
DSI
(50%
Payout) 25%
DSO
(150%
Payout) 50%
Mead C&OP EBITDA
(92.2%
Payout) 100%
Cash Flow
(121.5% Payout) 100%
Cash Flow
(120.1% Payout) Total
PSUs
Earned Total Actual
as % of PSUs Granted
Boris Elisman 55,916 0 2,330 6,990 22,647 22,385 54,352 97.2 %
Neal V. Fenwick 33,550 0 1,398 4,194 13,589 13,430 32,611 97.2 %
Thomas W. Tedford 23,810 0 992 2,976 9,644 9,532 23,144 97.2 %
Neil A. McLachlan 40,297 0 6,193 16,322 16,132 38,647 95.9 %
Christopher M. Franey 36,075 0 1,504 4,511 14,610 14,441 35,066 97.2 %


	~~(1)~~	Further details regarding specific measures and performance for the 2012 and 2013 performance periods, including the working capital measures of average days sales of inventory (“DSI”), days sales outstanding (“DSO”), and adjusted free cash flow can be found in the Compensation Discussion and Analysis contained in the Company’s 2013 and 2014 Proxy Statements.

The 2012-2014 PSU cycle ended on December 31, 2014. Actual 2014 adjusted free cash flow exceeded the target of $140 million. As a result, 120.1% of the PSUs from the 2014 one-year performance period in the 2012-2014 PSU cycle were earned by our executive officers, including our named executive officers. The PSU performance levels achieved for each of the 2012 and 2013 performance measures are summarized in the table above. As a result of the PSU performance levels attained in each of the one-year performance periods, each of our executive officers, including our named executive officers, other than Mr. McLachlan, received shares of common stock during the first quarter of 2015 in settlement of 97.2% of the PSUs initially granted. Mr. McLachlan received shares of common stock during the first quarter of 2015 in settlement of 95.9% of the PSUs initially granted.

~~Retirement Benefits~~

~~401(k)~~

All of the Company’s named executive officers were participants in the Company’s tax-qualified 401(k) retirement savings plan during 2014. The Company’s 401(k) program matches employee contributions up to 6%, for a total of 4.5% employer contribution (100% match on the first 3% of an employee’s contributions and 50% match on the next 3% of employee contributions) into the 401(k) plan. These matching contributions apply to all participating employees, including the named executive officers. The amount of benefits provided to the named executive officers in the form of 401(k) plan contributions is included in the “All Other Compensation” column of the 2014 Summary Compensation Table and related footnotes.

~~Pension~~

The ACCO Brands Corporate Pension Plan for Salaried and Certain Hourly Paid Employees (the “ACCO Pension”) was frozen in the first quarter of 2009. As a result, none of the executive officers that participate in the ACCO Pension have accrued any additional benefits under those plans since that time. Despite the plan being frozen, the value of the pension increase for Messrs. Elisman and Fenwick, who were in the ACCO Pension at the time of the plan freeze and who remain eligible for pension disbursements upon retirement, is due largely to significantly lower discount rates and longer life expectancy assumptions. For more information, see “Pension Benefits.”

~~Health and Other Benefits~~

~~The employee medical and welfare benefits provided to executive officers are offered through broad-based plans available to all employees.~~

~~Perquisites~~

The Compensation Committee limits the use of perquisites as an element of compensation for executive officers. Most of our perquisites are legacy in nature. The Company does not gross-up income taxes for imputed income on the value of any executive officer perquisites. The costs to the Company and a description of personal benefits provided to the named executive officers are included in the “All Other Compensation” column of the 2014 Summary Compensation Table and related footnotes.

~~Expatriate Assignments and Relocation Benefits~~

The Company may provide certain expatriate allowances and relocation expense reimbursements to employees, including executive officers. In those situations, the Company will reimburse the employee for any personal income taxes due on those items in accordance with the Company’s policies, which ensures the net compensation remains neutral for the employee. In addition, the Company provides tax equalization payments in connection with expatriate assignments. This allows the company to move top talent abroad, without having the employee or executive officer face undue tax hardship that they otherwise would not face had they not been sent on assignment.

Although Mr. Franey returned to the United States from his expatriate assignment in the United Kingdom in April 2013, expenses related to his expatriate assignment continued into 2014. Also, at the time of his return, his home in the United States was located in a part of the country that was a great distance from his new U.S. work location. After analyzing the business cost of relocating his family and home to his new work location and/or the cost of paying excessive business travel and hotel expenses for Mr. Franey to stay near his new U.S. work location on a regular basis, the Compensation Committee concluded that reimbursing Mr. Franey for the cost of renting an apartment near his new work location (including a tax gross-up so his net compensation remained neutral) was most cost-effective. This arrangement was continued during 2014. These amounts are included in the “All Other Compensation” column of the 2014 Summary Compensation Table and related footnotes.

~~Executive Severance Policy~~

The Company does not provide individual employment contracts. However, all of the Company’s executive officers currently participate in the Company’s Executive Severance Plan (the “ESP”). The ESP provides severance benefits to the Company’s executive officers and a limited number of other key executives in the event their employment is terminated either involuntarily or voluntarily for “good reason.” The ESP does not apply if the executive’s employment is terminated for cause. The ESP is intended to help the Company attract and retain executives in a talent marketplace where such employment protections are commonly offered. The benefits provided by the ESP ease an executive’s transition in the event of an unexpected and involuntary termination.

Under the ESP, executives receive enhanced benefits if a termination of employment follows a change-in-control of the Company. The change-in-control cash severance benefits are “double-triggered,” meaning that both a change-in-control and an involuntary termination of employment or termination by the executive for “good reason” must occur to receive payment.

The ESP provides for benefit tiers, with tier-one providing greater benefits than tier-two or tier-three. Management recommends ESP participants and their respective benefit-tier to the Compensation Committee for its consideration and final approval. The Board of Directors approved Mr. Elisman’s benefits under the ESP. Messrs. Elisman, Fenwick, Tedford, McLachlan, and Franey are eligible for tier-two benefits. Effective March 13, 2015, we will not have any executive officers eligible for tier-one benefits. For further details, see “Potential Payments upon Termination or Change-in-Control” and the related tables.

Timing of Equity Grants

Annual equity awards are granted to executive officers and other eligible employees, and are made at the ~~Company’s~~Company's regular meeting of the Board of Directors during the first quarter of each year. Off-cycle (non-annual) awards may be made if our CEO and the Compensation Committee deem it necessary for newly-promoted employees, strategic new hires, or in other special or unique circumstances. The award is determined by the CEO and the Compensation Committee in advance of the actual effective date of the grant. The effective date for an off-cycle award ~~shall be~~is the first business day of the month following a newly hired/promoted eligible ~~employee’s~~employee's effective date of hire or promotion, as the case may be.

Retirement Benefits

Defined Contribution - 401(k) - United States

All of the Company’s named executive officers (other than Mr. Monko) were participants in the Company’s U.S. tax-qualified 401(k) retirement savings plan during 2017. The Company’s 401(k) program matches employee contributions up to 6%, for a total employer contribution of 5.5% (100% match on the first 5% of an employee’s contributions and 50% match on the next 1% of an employee's contributions). These matching contributions apply to all participating employees, including our named executive officers (other than Mr. Monko). The amount of benefits provided to our named executive officers in the form of 401(k) plan contributions is included in the "All Other Compensation" column of the 2017 Summary Compensation Table and related footnotes.

Defined Benefit - Pension - United States and United Kingdom

The ACCO Brands Corporation Pension Plan for U.S. Salaried and Certain U.S. Hourly Paid Employees (the “ACCO U.S. Pension”) was frozen in the first quarter of 2009. As a result, none of the executive officers that participate in the ACCO U.S. Pension have accrued any additional benefits under this plan since that time. The pension increase for Messrs. Elisman and Fenwick, who were in the ACCO U.S. Pension at the time the plan was frozen and who remain eligible for pension disbursements upon retirement, was due largely to a decrease in the discount rate assumptions. In addition, Mr. Fenwick is also entitled to a pension benefit under the ACCO United Kingdom Pension Plan ("ACCO U.K. Pension") in which he participated until April 1, 2006. Mr. Fenwick was eligible to participate in the ACCO U.K. Pension based on his prior employment with the Company in Europe. The pension increase for Mr. Fenwick's ACCO U.K. Pension was also largely attributable to a decrease in the discount rate assumptions for the ACCO U.K. Pension. For more information, see "2017 Summary Compensation Table" and "Pension Benefits."

Retirement - Poland

Mr. Monko is entitled to a pension benefit under the Company's Polish broad-based defined benefit pension plan upon retirement on or after age 65. The plan provides for a one-time lump sum payment in an amount equal to three-times the employee's monthly average base salary in effect over the last three months of his or her employment, subject to taxation. There are no vesting service requirements or early retirement provisions for this benefit. Mr. Monko must be working for the Company at the time of his retirement in order to receive this benefit. For more information, see "2017 Summary Compensation Table" and "Pension Benefits."

Health and Other Benefits

The employee medical and welfare benefits provided to executive officers are offered through broad-based plans available to all employees in the given geography.

Perquisites

The Compensation Committee limits the use of perquisites as an element of compensation for executive officers, unless the perquisite is common practice in a given geography. Most of our perquisites are legacy in nature. The costs to the Company and a description of personal benefits provided to our named executive officers are included in the “All Other Compensation” column of the 2017 Summary Compensation Table and related footnotes.

Executive Severance Policy

The Company does not provide individual employment contracts for executive officers, unless having an employment contract is a common practice in a given geography. All of the Company’s executive officers, including the named executive officers, currently participate in the Company’s Executive Severance Plan (the “ESP”). Though Mr. Monko has an employment contract, which is governed by Polish law, his severance benefits are established by the ESP.

The ESP provides severance benefits to the Company’s executive officers and a limited number of other key executives in the event their employment is terminated either involuntarily or voluntarily for "good reason." The ESP does not apply if the executive's employment is terminated for cause. The ESP is intended to help the Company attract and retain executives in a talent marketplace where such employment protections are commonly offered, including among our Peer Group. The benefits provided by the ESP ease an executive’s transition in the event of an unexpected and involuntary termination.

Under the ESP, executives receive enhanced benefits if a termination of employment follows a change-in-control of the Company. The change-in-control cash severance benefits are "double-triggered," meaning that both a change-in-control and an involuntary termination of employment or termination by the executive for “good reason” must occur to receive payment.

The ESP provides for benefit tiers, with tier-one providing greater benefits than tier-two, and tier-two providing greater benefits than tier-three. Management recommends ESP participants and their respective benefit-tier to the Compensation Committee for its consideration and final approval. The Board of Directors approved Mr. Elisman's benefits under the ESP. Messrs. Elisman, Fenwick, Tedford and Monko are eligible for tier-two benefits and Ms. Schneider is eligible for tier-three benefits. No executives are currently in tier one. For further details, see "Potential Payments upon Termination or Change-in-Control" and the related tables.

Executive Stock Ownership Guidelines

To further align executive ~~officers~~officers' interests with those of our stockholders, the Company maintains ~~share~~stock ownership guidelines (“("Executive Ownership ~~Guidelines”~~Guidelines") which apply to all executive officers, as follows:

~~Executive~~ Title

Number of Shares

or a

Multiple of Base Salary

(whichever is lower)

Chief Executive Officer

500,000

6.0X

~~Chief Operating Officer~~

~~250,000~~

~~4.5X~~

Chief Financial Officer and Executive Officer Presidents

125,000

3.0X

Other Executive Officers

60,000

2.0X

Non-Executive Officers

40,000

1.5X

Executives officers are generally expected to achieve their respective ownership goals within five years of becoming an ~~executive.~~officer. If an executive is promoted to a higher level requiring greater stock ownership, he or she has five years from the date of such promotion to achieve the new level in the Ownership Guidelines. The attainment date was extended to September 30, 2017 for existing executives when the Ownership Guidelines were amended in December 2012. Mr. Elisman has until March 31, 2018 to attain the level of ownership required following his promotion to CEO.level. All executive officers attained or are on track to attain the guidelines within the required time frame.

Shares counting towards ownership targets include shares held by the executive officer personally in both retirement and non-retirement accounts, shares beneficially owned through a trust, spouse and/or dependent child, unvested RSUs and earned but not yet vested PSUs. Attainment is achieved at either the lower of a multiple of salary or a number of shares, which the Compensation Committee believes reduces the impact of stock price volatility.

Following the vesting of PSUs or RSUs, or the exercise of ~~SSARs or~~ stock options, executive officers who have not yet met their applicable stock ownership goals (in number of shares or value) are expected to retain at least 50% of the net value of shares of stock received (e.g., the net value after deduction of the exercise price and all applicable tax and other required ~~withholdings)~~withholding). Subject to the Company’s insider-trading policy, an executive officer may reduce his or her share ownership so long as his/her ownership is maintained at or above the required ownership levels.

The Compensation Committee has the discretion to remedy any deficiency if ownership goals are not met on a timely basis. Remedies may include providing a portion of annual incentive awards in Company stock or similar actions. The Compensation Committee may also consider other factors, including general equity market conditions and the Company’s then-current stock price when determining the need for any remedies.

Prohibitions on Hedging, Pledging and Similar Transactions

Hedging and similar monetization transactions by a director or executive officer can lead to a misalignment between the objectives of that director or executive officer and the objectives of our stockholders. Similarly, stock pledges by directors and executive officers could detrimentally impact our stockholders if they are used as part of a hedging strategy or in the event of a forced sale of our stock, such as to meet a margin call. Accordingly, under our insider trading policy, our directors and executive officers are prohibited from:


•	~~engaging in hedging transactions, including through prepaid forward contracts, equity swaps, collars and exchange funds;~~


•	~~trading in puts, calls, exchange-traded options or similar securities involving our stock;~~


•	~~engaging in short sales of our stock; and~~


•	~~holding our securities in margin accounts or otherwise pledging our securities as collateral for a loan.~~

engaging in hedging transactions, including through prepaid forward contracts, equity swaps, collars and exchange funds;

trading in puts, calls, exchange-traded options or similar securities involving our stock;

engaging in short sales of our stock; and

holding our securities in margin accounts or otherwise pledging our securities as collateral for a loan.

Our insider trading policy does not provide for exceptions or waivers to these prohibitions.

Clawback and Recoupment Policy

The Company has a policy to recoup or ~~“clawback”~~"clawback" compensation paid or payable to executive officers in the event of a financial restatement. Under the policy, executive officers who receive any incentive compensation are required to reimburse the Company in the event:


	•	the amount was based upon the achievement of financial results that were subsequently the subject of an accounting restatement due to the material noncompliance with any financial reporting requirement under the federal securities laws;
	•	~~the executive officer engaged in knowing or intentional fraudulent or illegal conduct that caused or partially caused the need for the restatement; and~~
	•	~~a lower amount would have been paid to the executive officer based upon the restated results.~~

the amount was based upon the achievement of financial results that were subsequently the subject of an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws;

the Board of Directors determines that the executive officer engaged in knowing or intentional fraudulent or illegal conduct that caused or partially caused the need for the restatement; and

a lower amount would have been paid to the executive officer based upon the restated results.

In such circumstances the Company will, to the extent practicable and as permitted by governing law, seek to recover from the executive officer the amount by which his or her incentive payments exceeded the lower payment that would have been made based on the restated financial results.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") requires the SEC to enact rules obligating companies to adopt policies providing that, in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement, the Company will recover incentive compensation received by executive officers prior to the accounting restatement resulting from erroneous financial data. We will review our existing policy and make any necessary amendments once the final rules under the Dodd-Frank Act are adopted.

Deductibility of Executive Compensation

Section 162(m) of the ~~Internal Revenue~~ Code ~~limits the deductibility of compensation paid to or earned by certain executive officers of a public company. Section 162(m)~~ limits the annual deductibility of certain (non-performance based) executive compensation to $1 million per covered executive officer. The $1 million deduction limitation does not apply to compensation that qualifies as ~~“performance-based”~~"performance-based" under Section 162(m). ~~While~~Historically, the ~~Company’s~~Company's compensation philosophy has been to, where appropriate, position executive compensation to qualify for deductibility, ~~in approving compensation that may not be deductible, the Compensation Committee has determined that~~except where the underlying executive compensation programs are appropriate and necessary to attract, retain, and motivate senior executives, and that failing to meet ~~these~~deductibility objectives creates more risk for the Company and its value than the financial impact of losing the tax deduction. Accordingly, compensation paid by the Company may not be deductible because such compensation exceeds the limitations or does not meet the ~~“performance-based”~~"performance-based" or other requirements for deductibility under Section 162(m).

~~REPORT OF THE~~

Following the enactment of the U.S. Tax Cuts and Jobs Act in December 2017, the exemption from the $1 million deduction limit under Section 162(m) for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017. As a result, compensation paid to our covered executive officers (including performance-based compensation) in excess of $1 million will not be deductible beginning with our 2018 fiscal year, unless the compensation qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

COMPENSATION COMMITTEE

REPORT

The Compensation Committee oversees the compensation programs of the Company on behalf of the Board of Directors. In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with management of the Company the Compensation Discussion and Analysis included in this Proxy Statement.

In reliance on the review and discussions referred to above, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2014~~2017 and in this Proxy Statement.


	Members ~~of the Compensation Committee:~~

	~~Thomas Kroeger (Chairperson)~~
	~~George V. Bayly~~
	~~Michael Norkus~~

~~This Report~~ of the Compensation Committee:

Thomas Kroeger (Chairperson)

James A. Buzzard

Pradeep Jotwani

Hans Michael Norkus

This Compensation Committee Report shall not be deemed to be incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such acts.

EXECUTIVE COMPENSATION

~~2014~~

2017 Summary Compensation Table

The table below provides information regarding the total compensation paid to or earned by each of our named executive officers for each of the fiscal years ended December 31, ~~2014, 2013,~~2017, 2016, and ~~2012.~~

(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)

Name Year
Salary
($)

Bonus⁽¹⁾
($)

Stock
Awards⁽²⁾
($)

Option
Awards⁽³⁾
($)

Non-
Equity
Incentive⁽⁴⁾
($)

Change
in
Pension
Value⁽⁵⁾
($)

All
Other
Comp⁽⁶⁾
($)

Total
($)
Boris Elisman 2014 716,827 — 2,058,695 790,450 665,502 22,000 29,894 4,283,368

President and Chief 2013 656,923 — 1,752,960 630,101 101,183 — 29,475 3,170,642
    Executive Officer 2012 535,962 — 938,758 250,655 39,466 16,000 79,462 1,860,303
Neal V. Fenwick 2014 482,212 — 566,142 217,375 264,541 537,878 37,928 2,106,076

Executive Vice President and 2013 469,808 — 667,797 240,041 46,417 513,302 36,525 1,973,890
    Chief Financial Officer 2012 460,962 95,000 650,899 150,394 40,900 804,229 173,315 2,375,699
Thomas W. Tedford 2014 442,212 — 514,680 197,612 281,976 — 13,594 1,450,074

Executive Vice President; President, ACCO Brands 2013 429,808 — 469,546 168,777 89,679 — 13,175 1,170,985
U.S. Office and Consumer
Products 2012 420,962 82,150 399,736 106,732 30,334 — 12,950 1,052,864
Neil A. McLachlan⁽⁷⁾ 2014 464,615 — 514,680 197,612 197,206 — 15,376 1,389,489

Executive Vice President;   2013 449,808 — 521,713 187,532 90,052 — 14,868 1,263,973
President, ACCO Brands
International 2012 289,250 — 1,261,246 148,744 267,556 — 12,474 1,979,270
Christopher M. Franey 2014 437,404 — 308,809 118,569 140,450 — 233,817 1,239,049

Executive Vice President; 2013 429,808 — 469,546 168,777 68,726 — 268,663 1,405,520
President, Computer
Products Group 2012 420,962 54,750 605,652 161,716 58,845 — 230,261 1,532,186

2015. The total compensation for 2016 is lower for some of the named executive officers than their total compensation for 2015 due to the fact that rather than granting NQSOs as in 2015 and 2017, the Company provided a Performance Cash award instead. All elements of Mr. Monko's total compensation reflect compensation paid by the Company to Mr. Monko for eleven months beginning February 1, 2017, the date we completed the Esselte Acquisition.

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)

Name	Year	Salary⁽¹⁾ ($)	Bonus ($)	Stock Awards⁽²⁾ ($)	Option Awards⁽³⁾ ($)	Non- Equity Incentive⁽⁴⁾ ($)	Change in Pension Value⁽⁵⁾ ($)	All Other Comp⁽⁶⁾ ($)	Total ($)
Boris Elisman	2017	917,500	—	2,463,071	541,150	988,698	14,000	40,629	4,965,048
Chairman of the Board, President and Chief Executive Officer	2016	860,308	—	2,301,665	—	986,085	8,000	36,490	4,192,548
	2015	812,769	—	2,128,875	833,370	825,205	—	30,165	4,630,384
Neal V. Fenwick	2017	526,587	—	619,752	184,484	307,369	747,345	47,163	2,432,700
Executive Vice President and Chief Financial Officer	2016	511,308	—	505,860	—	346,309	340,871	43,222	1,747,570
Executive Vice President and Chief Financial Officer	2015	516,462	—	506,880	198,422	309,851	—	37,819	1,569,434
Thomas W. Tedford	2017	524,087	—	826,328	245,978	326,690	—	17,122	1,940,205
Executive Vice President; President, ACCO Brands North America	2016	501,308	—	708,205	—	325,198	—	15,460	1,550,171
	2015	491,519	—	709,627	277,790	328,433	—	14,135	1,821,504
Cezary Monko	2017	473,686	—	526,792	156,813	335,299	19,000	24,669	1,536,259
Executive Vice President; President, Europe, Middle East, Africa

Pamela R. Schneider	2017	432,938	—	516,464	153,737	233,267	—	20,357	1,356,763
Senior Vice President; General Counsel and Corporate Secretary	2016	414,046	—	419,864	—	258,862	—	18,572	1,111,344
	2015	417,808	—	380,164	148,817	231,382	—	17,143	1,195,314

(1)

~~The amounts~~All of our executive officers, other than Mr. Monko, are paid bi-weekly; Mr. Monko is paid monthly. Mr. Monko's 2017 salary shown in column ~~(d) represent discretionary cash bonuses awarded~~(c) has been converted from Polish Zloty to U.S. dollars using the 2017 average conversion rate of 0.2653. In 2015, there were 27 pay cycles compared to 26 pay cycles in ~~2012 to Mr. Fenwick~~2016. As such, the 2016 salary shown in column (c) for ~~his performance in connection with~~some named executive officers may be less than their 2015 salary, depending upon the ~~Mead C&OP Merger~~size of their 2016 base salary increase. See"--Discussion and ~~refinancing of the Company’s debt, to Mr. Franey~~Analysis--Annual Compensation--Base Salaries" for his leadership of the significant progress in improving the structural long-term profitability of our European business, and to Mr. Tedford for his performance in connection with his leadership of business integration activities following the Mead C&OP Merger.further details.

(2)

The amounts shown in column (e) reflect the grant date fair value of RSUs and PSUs granted in ~~2012, 2013,~~2015, 2016, and ~~2014 under the 2011 Incentive Plan~~2017 determined in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 6 to the Company’s audited financial statements for each year shown included in the Company’s Annual Reports on Form 10-K filed with the SEC. These awards are described in more detail in the footnotes to the Grants of Plan-Based Awards and the Outstanding Equity Awards at Fiscal Year End tables. The value of the PSUs is shown is at the target payout levels, based on the probable outcome of the performance conditions, determined as of the grant date. The maximum value of the PSUs granted is 150% of the target award. The maximum potential ~~2014~~2017 PSU LTIP award value for each of Messrs. Elisman, Fenwick, Tedford, ~~McLachlan,~~ and ~~Franey~~Monko, and Ms. Schneider is ~~$2,186,594, $601,317, $546,651, $546,651,~~$2,903,232, $659,832, $879,769, $560,860, and ~~$327,992,~~$549,863, respectively. The maximum potential ~~2013~~2016 PSU LTIP award value for each of Messrs. Elisman, Fenwick, Tedford, ~~McLachlan,~~ and ~~Franey~~Ms. Schneider is ~~$1,872,221, $713,225, $501,489, $557,208,~~$2,427,102, $533,429, $746,802, and ~~$501,489,~~$442,746, respectively. The maximum potential ~~2012~~2015 PSU LTIP award value for each of Messrs. Elisman, Fenwick, Tedford, ~~McLachlan,~~ and ~~Franey~~Ms. Schneider is ~~$1,020,747, $612,456, $434,652, $615,939,~~$2,246,793 $534,953, $748,931, and ~~$658,548,~~$401,214, respectively. ~~The amounts shown for Mr. Fenwick in 2012 also include RSUs with a grant date fair value of $87,634 awarded for his performance in connection with the Mead C&OP Merger and 2012 debt refinancing.~~

(3)

The amounts shown in column (f) reflect the grant date fair value for the fiscal year ended December 31 for each year shown that is attributable to ~~NQSOs granted under the 2011 Incentive Plan~~NQSO grants determined in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 6 to the Company’s audited financial statements for each year shown included in the Company’s Annual Reports on Form 10-K filed with the SEC. In 2016, the Company granted performance-based cash awards rather than NQSOs.

(4)

The amounts shown in column (g) include AIP awards, if any, earned under our AIP ~~as well as LTIP cash awards, if any, earned~~ by each of the named executive officers for each year shown. For ~~2014,~~2017, each of Messrs. Elisman and Fenwick, and Ms Schneider were paid ~~84.4%~~89.8% of their target AIP opportunity and ~~each of~~ Messrs. Tedford ~~McLachlan,~~ and ~~Franey was~~Monko were paid ~~98.1%~~95.9% and 108.9%, ~~65.3%, and 49.4%~~respectively. In addition, the value shown in column (g) for Mr. Monko has been converted from Polish Zloty to U.S. dollars using the 2017 average conversion rate of ~~their target AIP opportunity, respectively.~~0.2653. For ~~2013,~~2016, each of Messrs. Elisman and Fenwick, and Ms. Schneider were paid ~~15.2%~~104.2% of their target AIP opportunity and Mr. Tedford was paid 99.8%. For 2015, each of Messrs. ~~Tedford, McLachlan,~~Elisman and ~~Franey was~~Fenwick, and Ms. Schneider were paid ~~32.1%, 30.8%, and 24.6%~~92.3% of their target AIP opportunity ~~respectively. For 2012, Messrs. Elisman, Fenwick~~ and ~~Tedford did not earn an AIP,~~ Mr. ~~McLachlan~~Tedford was paid at 92.5% of his target award opportunity, and Mr. Franey was paid at 10% of his target award opportunity. The 2012 one-year performance period of the three-year 2010-2012 LTIP cash award cycle resulted in a 50% accrual for 2012.102.8%.

(5)

The amounts shown in column (h) represent the aggregate change in actuarial present value during each year shown for the named executive officer’s accumulated benefit, if any, provided under the ACCO U.S. Pension, ACCO U.K. Pension, and ~~ACCO Europe Pension Plan.~~the Polish retirement plan. None of the named executive officers earned any preferential amounts on their account ~~balances, and, for 2014,~~balances. For 2017, the ACCO U.S. Pension value increased for Messrs. Elisman and Fenwick and the ACCO

~~Europe~~ U.K. Pension ~~Plan~~value increased for Mr. ~~Fenwick. Despite~~Fenwick due to a decrease in the discount rate assumption, and the Polish retirement plan value increased for Mr. Monko due to an increase in his salary. For 2016, the ACCO U.S. Pension ~~being frozen,~~value increased for Messrs. Elisman and Fenwick and the ACCO U.K. Pension value increased for Mr. Fenwick due to a decrease in the discount rate assumption. For 2015, the value of the ~~benefit changes~~ACCO U.S. Pension

for Messrs. Elisman and Fenwick and the value of the ACCO U.K. Pension for Mr. Fenwick decreased, reflected as zero, due to ~~the assumptions utilized~~an increase in the ~~calculations.~~discount rate assumption. For ~~2014, a portion of the increase in pension values is directly related to significantly lower discount rates~~Messrs. Elisman and ~~longer life expectancy assumptions. All~~Fenwick, all such amounts fully-vested in previous years. ~~Messrs.~~Mr. Tedford ~~McLachlan,~~ and ~~Franey~~Ms. Schneider were not eligible to participate in the ACCO U.S. Pension prior to the time it was frozen. See “Pension Benefits.”

(6)

The following table provides details about each component of the ~~“All~~"All Other ~~Compensation”~~Compensation" shown in column (i) for the fiscal year ended December 31, ~~2014:~~2017:

Name Automobile Allowance
($) Company Contributions to Defined Contribution Plans^(a)
($) Tax Gross Ups,
Tax Equalization,
Expatriate
Assignment, and
Relocation Expenses^(b) Miscellaneous Perquisites^(c)
($) Total
($)
Mr. Elisman 13,992 11,700 — 4,202 29,894
Mr. Fenwick 13,992 11,700 — 12,236 37,928
Mr. Tedford — 11,700 — 1,894 13,594
Mr. McLachlan — 11,700 — 3,676 15,376
Mr. Franey 13,992 11,700 202,529 5,596 233,817

Name	Automobile^(a) ($)		Company Contributions to Defined Contribution Plans^(b) ($)		Miscellaneous Perquisites^(c) ($)		Total ($)
Mr. Elisman		13,992		14,850		11,787		40,629
Mr. Fenwick		13,992		14,850		18,321		47,163
Mr. Tedford		—		14,850		2,272		17,122
Mr. Monko		22,396		—		2,273		24,669
Ms. Schneider		—		14,850		5,507		20,357

(a)

Messrs. Elisman and Fenwick are provided an automobile allowance, subject to taxation. Mr. Monko is provided a company-leased vehicle, subject to taxation for any personal use, the value of which is reflected in U.S. dollars converted from Polish Zloty using the 2017 average conversion rate of 0.2653.

(b)

The amounts represent the Company’s ~~2014~~2017 contribution to the U.S. tax-qualified 401(k) savings plan account for each of the named executive officers.

~~(b)~~

Though Mr. Franey returned to the United States from his expatriate assignment in the United Kingdom in April 2013, expenses related to his expatriate assignment continued into 2014, including: $10,000 relocation allowance, $15,999 in U.S. tax gross-up relating to his expatriate assignment, $10,551 in U.S. tax gross-up on his relocation allowance, and $31,127 in tax equalization payments. Additional amounts of $71,400 in housing and utilities allowances and $63,452 in U.S. tax gross-up relating to these allowances were paid to Mr. Franey in connection with costs associated with alternative housing arrangements following his repatriation.

(c)

The amounts include the ~~2014~~2017 cost to the Company for premiums paid on excess long-term disability and/or group term life insurance ~~for each~~in the amounts of ~~the named executive officers. Group term life~~$6,787, $6,529, $2,272, and ~~long-term disability insurance premiums were $4,202, $3,844, $1,894, $3,676, and $5,596~~$5,507 for each of Messrs. Elisman, Fenwick, Tedford, ~~McLachlan,~~ and ~~Franey,~~Ms. Schneider, respectively. For Messrs. Elisman and Fenwick, the amount also includes a matching charitable donation in the amount of $5,000 and $2,350, respectively, made by the Company on behalf of each of these named executive officers. For Mr. Fenwick, the amount also includes $3,250 for income tax preparation fees and ~~$5,142~~$6,192 for personal travel for ~~him~~Mr. Fenwick and certain of his family members.

	~~(7)~~	Mr. ~~McLachlan’s base salary~~Monko's amount of $2,273 represents the excess premium on personal and family medical coverage and is reflected in ~~2012 represents amounts earned~~U.S. dollars converted from ~~May 1, 2012 through December 31, 2012,~~Polish Zloty using the ~~period during which he was employed by the Company. Amounts shown for Mr. McLachlan in column (e) include a special one-time equity grant in connection with the Mead C&OP Merger.~~

402017 average conversion rate of 0.2653.

Grants of Plan-Based Awards

The following table sets forth information concerning each grant of an award made to a named executive officer under the Company’s ~~2011~~ Incentive Plan during the fiscal year ended December 31, ~~2014.~~

All Other All Other Grant
Stock Option Exercise Date Fair
Awards: Awards: or Base Value of
Estimated Future Payouts under Estimated Future Payouts under Number Number of Price of Stock and
Grant Non-Equity Incentive Plan Awards⁽¹⁾ Equity Incentive Plan Awards⁽²⁾ of Shares Securities Option Option
Date of Threshold Target Maximum Threshold Target Maximum of Stock Underlying Awards Awards
Name Awards ($) ($) ($) (#) (#) (#) or Units⁽³⁾ Options⁽⁴⁾ ($/Share)⁽⁵⁾ ($)⁽⁶⁾
Boris Elisman 03/05/14 — 808,500 1,212,750 —
03/05/14 119,096 238,191 357,287 1,457,729
03/05/14 98,197 600,966
03/05/14 294,944 6.12 790,450
Neal V. Fenwick 03/05/14 — 318,500 477,750 —
03/05/14 32,752 65,503 98,255 400,878
03/05/14 27,004 165,264
03/05/14 81,110 6.12 217,375
Thomas W. Tedford 03/05/14 — 292,500 438,750 —
03/05/14 29,774 59,548 89,322 364,434
03/05/14 24,550 150,246
03/05/14 73,736 6.12 197,612
Neil A. McLachlan 03/05/14 — 308,750 463,125 —
03/05/14 29,774 59,548 89,322 364,434
03/05/14 24,550 150,246
03/05/14 73,736 6.12 197,612
Christopher M. Franey 03/05/14 — 286,000 429,000 —
03/05/14 17,865 35,729 53,594 218,661
03/05/14 14,730 90,148
03/05/14 44,242 6.12 118,569

2017.

		Estimated Future Payouts under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts under Equity Incentive Plan Awards⁽²⁾						All Other Stock Awards: Number		All Other Option Awards: Number of		Exercise or Base Price of		Grant Date Fair Value of Stock and
Name	Grant Date of Awards	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		of Shares of Stock or Units⁽³⁾		Securities Underlying Options⁽⁴⁾		Option Awards ($/ Share)⁽⁵⁾		Option Awards ($)⁽⁶⁾
Boris Elisman	03/08/17		558,000		1,116,000		1,674,000														—
	03/08/17								75,902		151,803		227,705								1,935,488
	03/08/17														41,379						527,582
	03/08/17																115,033		12.75		541,150
Neal V. Fenwick	03/08/17		172,397		344,793		517,190														—
	03/08/17								17,251		34,501		51,752								439,888
	03/08/17														14,107						179,864
	03/08/17																39,216		12.75		184,484
Thomas W. Tedford	03/08/17		172,397		344,793		517,190														—
	03/08/17								23,001		46,001		69,002								586,513
	03/08/17														18,809						239,815
	03/08/17																52,288		12.75		245,978
Cezary Monko	03/08/17		153,948		307,896		461,844														—
	03/08/17								14,663		29,326		43,989								373,907
	03/08/17														11,991						152,885
	03/08/17																33,334		12.75		156,813
Pamela R. Schneider	03/08/17		131,475		262,950		394,425														—
	03/08/17								14,376		28,751		43,127								366,575
	03/08/17														11,756						149,889
	03/08/17																32,680		12.75		153,737

(1)

The amounts shown represent the potential AIP earnings for ~~2014~~2017 at threshold, target and maximum performance. The actual amounts earned for ~~2014~~2017 are included in column (g) of the ~~2014~~2017 Summary Compensation Table and further described in footnote (4) thereto. For Mr. Monko, the value has been converted from Polish Zloty to U.S. dollars using the 2017 average conversion rate of 0.2653. For an explanation of the performance-based measures applicable to the ~~2014~~2017 AIP awards, see ~~“Compensation~~"Compensation Discussion and Analysis -- Discussion and Analysis -- Annual Compensation -- Annual ~~Incentives.”~~Incentives" and "Compensation Discussion and Analysis -- Discussion and Analysis -- Long-Term Incentive Compensation."

(2)

The amounts shown represent the threshold, target and maximum number of PSUs that may be earned based on achievement of performance measures established at the commencement of the three-year performance period. For an explanation of the performance-based measures applicable for these grants, see ~~“Compensation~~"Compensation Discussion and Analysis--Discussion and Analysis--Long-Term Incentive ~~Compensation--2014 PSU Financial Performance Measure.”~~Compensation--Equity Awards."

(3)

The amounts shown represent RSUs, which vest on the third anniversary of the grant date.

(4)

The amounts shown represent NQSOs, which vest in three equal annual installments on each of the first three anniversaries of the grant date.

(5)

The exercise price per share of each NQSO ~~was $6.12,~~is $12.75, which equals the average of the high and low sales price of a share of the ~~Company’s~~Company's common stock on the grant date of March ~~5, 2014.~~8, 2017.

(6)

The amounts shown represent the grant date fair value of each equity award determined in accordance with FASB ASC Topic 718.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information ~~concerning~~regarding unexercised NQSOs, and ~~SSARs,~~unvested RSUs and PSUs ~~that have not vested, and other unexercised equity 2011 Incentive Plan awards~~ as of December 31, ~~2014~~2017 for each of the named executive officers.

Option and SSAR Awards Stock Awards
Equity Equity
Incentive Incentive
Number of Number Plan Plan
Securities Number of of Shares Market Awards: Awards:
Underlying Securities or Units Value of Number of Market
Unexercised Underlying Option or of Stock Shares or Unearned Value of
Options or
Unexercised
SSARs Option or That Units That Units That Unearned
SSARs Options Exercise SSARs Have Not Have Not Have Not Units That
Exercisable Unexercisable⁽¹⁾ Price Expiration Vested Vested⁽²⁾ Vested⁽³⁾ Have Not
Name (#) (#) ($) Date (#) ($) (#) Vested⁽²⁾
Boris — 294,944 6.12 3/5/2021
Elisman 60,879 121,759 7.64 2/21/2020
30,109 15,054 12.17 2/23/2019
47,600 — 8.93 5/18/2018
50,000 ⁽⁴⁾ — 0.81 2/26/2016
21,400 — 14.02 4/7/2015
98,197 ⁽⁵⁾ 884,755 200,781 1,809,037
66,075 ⁽⁶⁾ 595,336
21,221 ⁽⁷⁾ 191,201
Neal V. — 81,110 6.12 3/5/2021
Fenwick 23,192 46,385 7.64 2/21/2020
18,066 9,032 12.17 2/23/2019
31,400 — 8.93 5/18/2018
100,000 ⁽⁴⁾ — 0.81 2/26/2016
21,400 — 14.02 3/19/2015
27,004 ⁽⁵⁾ 243,306 63,870 575,469
25,172 ⁽⁶⁾ 226,800
12,733 ⁽⁷⁾ 114,724
8,600 ⁽⁸⁾ 77,486
Thomas W. — 73,736 6.12 3/5/2021
Tedford 16,307 32,614 7.64 2/21/2020
12,821 6,410 12.17 2/23/2019
28,600 — 8.93 5/18/2018
24,550 ⁽⁵⁾ 221,196 51,654 465,403
17,699 ⁽⁶⁾ 159,468
9,036 ⁽⁷⁾ 81,414
Neil A. — 73,736 6.12 3/5/2021
McLachlan 18,119 36,238 7.64 2/21/2020
21,699 10,849 10.19 5/15/2019
24,550 ⁽⁵⁾ 221,196 54,085 487,306
19,665 ⁽⁶⁾ 177,182
83,476 ⁽⁸⁾ 752,119
Christopher — 44,242 6.12 3/5/2021
M. Franey 16,307 32,614 7.64 2/21/2020
19,426 9,712 12.17 2/23/2019
28,600 — 8.93 5/18/2018
100,000 ⁽⁴⁾ — 0.81 2/26/2016
9,600 — 14.02 12/11/2015
14,730 ⁽⁵⁾ 132,717 39,745 358,102

17 699 ⁽⁶⁾ 159 468
13,691 ⁽⁷⁾ 123,356

	Option and SSAR Awards							Stock Awards
Name	Number of Securities Underlying Unexercised Options or SSARs Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable ⁽¹⁾ (#)		Option or SSARs Exercise Price ($)		Option or SSARs Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units That Have Not Vested ⁽²⁾ ($)		Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#)			Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested ⁽²⁾ ($)
Boris Elisman		0		115,033		12.75	3/8/2024
		185,676		92,838		7.51	3/4/2022
		294,944		0		6.12	3/5/2021
		182,638		0		7.64	2/21/2020
		45,163		0		12.17	2/23/2019
		47,600		0		8.93	5/18/2018
									41,379	⁽³⁾		504,824		75,902	⁽⁶⁾		926,004
									89,476	⁽⁴⁾		1,091,607		105,895	⁽⁷⁾		1,291,919
									84,023	⁽⁵⁾		1,025,081
Neal V. Fenwick		0		39,216		12.75	3/8/2024
		44,209		22,104		7.51	3/4/2022
		81,110		0		6.12	3/5/2021
		69,577		0		7.64	2/21/2020
		27,098		0		12.17	2/23/2019
		31,400		0		8.93	5/18/2018
									14,107	⁽³⁾		172,105		17,251	⁽⁶⁾		210,462
									19,665	⁽⁴⁾		239,913		23,274	⁽⁷⁾		283,943
									20,006	⁽⁵⁾		244,073
Thomas W. Tedford		0		52,288		12.75	3/8/2024
		61,892		30,946		7.51	3/4/2022
		73,736		0		6.12	3/5/2021
		48,921		0		7.64	2/21/2020
		19,231		0		12.17	2/23/2019
		28,600		0		8.93	5/18/2018
									18,809	⁽³⁾		229,470		23,001	⁽⁶⁾		280,612
									27,531	⁽⁴⁾		335,878		32,583	⁽⁷⁾		397,513
									28,008	⁽⁵⁾		341,698
Cezary Monko		0		33,334		12.75	3/8/2024
									11,991	⁽³⁾		146,290		14,663	⁽⁶⁾		178,889
Pamela R. Schneider		0		32,680		12.75	3/8/2024
		33,157		16,578		7.51	3/4/2022
		17,205		0		6.12	3/5/2021
		38,050		0		7.64	2/21/2020
		16,994		0		10.19	5/15/2019
									11,756	⁽³⁾		143,423		14,376	⁽⁶⁾		175,387
									16,322	⁽⁴⁾		199,128		19,317	⁽⁷⁾		235,667
									15,005	⁽⁵⁾		183,061

(1)

NQSOs vest in three equal installments on each of the first three anniversaries of the grant date. The vesting of unexercisable NQSOs could accelerate under the following circumstances:

Event		Result
Disability		For awards granted prior to 2016, award would vest pro-rata through the date of separation, provided the separation occurs at least one year after the grant date. For awards granted in or after 2016, award would vest pro-rata through the date of separation.
Retirement ~~and Disability~~		Award would vest pro-rata through the date of separation, provided the separation occurs at least one year after the grant date.
Death		Award would vest pro-rata through the date of ~~death.~~separation.
Change-in-Control		~~For NQSOs granted before 2014, award would fully vest without regard to any separation.~~ Award ~~would also fully vest upon a change-in-control within 90 days following an involuntary termination without Cause related to the change-in-control. For NQSOs granted in or after 2014, award~~ is subject to double-trigger vesting as a result of the change-in-control and involuntary termination of employment (as defined in the award agreement). For awards granted in or after 2016, if award meets the definition of replacement award as defined in the award ~~agreement.~~agreement, then no immediate vesting. If award does not meet the definition of replacement award, then the award becomes immediately exercisable.

(2)

The amounts shown reflect the value as calculated based on the ~~$9.01~~$12.20 closing price of the Company’s common stock on December 31, ~~2014.~~2017.

~~(3)~~

The amounts shown represent unearned and unvested PSUs for the 2013-2015 and 2014-2016 PSU award cycles at a threshold level of performance. The vesting of these unearned PSUs could accelerate under the following circumstances:

~~Event~~		~~Result~~
~~Involuntary Termination without Cause~~		~~Award would vest pro-rata at actual performance through the date of separation, provided the termination occurs after June 30 of the last year in the three-year performance cycle.~~
~~Retirement~~		~~Award would vest pro-rata through date of separation based upon actual performance.~~
~~Death and Disability~~		For PSUs granted before 2013, award would vest through date of separation based upon actual performance for any completed performance periods, and pro-rata at target through the date of separation for award amounts in the performance period of separation; for PSUs granted in or after 2013, award would vest pro-rata through the date of separation based upon target performance.
~~Change-in-Control~~		For PSUs granted before 2013, award would vest through date of separation based upon actual performance for any completed performance period, and in full at the maximum performance level for all remaining performance periods; for the PSUs granted in or after 2013, award would vest at the greater of target or actual performance extrapolated by the Compensation Committee in good faith as of the date of the change-in-control, with consideration of performance attained as of the end of the Company’s fiscal quarter ending immediately prior to the change-in-control together with the projected attainment of the performance for the unexpired portion of the performance cycle. For PSU’s granted in or after 2014, award would convert to RSUs subject to double-trigger vesting as a result of the change-in-control and involuntary termination of employment as defined in the award agreement.

~~(4)~~

Award is in the form of SSARs. Each SSAR represents the right to receive in shares of the Company’s common stock an amount equal to the excess, if any, of the fair market value of a share of the Company’s common stock on the exercise date over $0.81. All SSARs were fully vested as of December 31, 2014.

~~(5)~~(3)

The amounts shown represent time-vested RSUs that vest and convert into the right to receive an equal number of shares of the ~~Company’s~~Company's common stock on March ~~5, 2017,~~8, 2020, provided that the named executive officer is employed by the Company at such time. The vesting of these RSUs could accelerate under the following circumstances:

Event		Result
Involuntary Termination without Cause		Award would vest pro-rata through date of separation, provided separation occurs within 180 days prior to the vesting date.
Retirement		Award would vest pro-rata through date of separation, provided the separation occurs at least one year after the grant date.
Death or Disability		Award would vest pro-rata through date of separation.
Change-in-Control		Award is subject to double-trigger vesting as a result of the change-in-control and involuntary termination of employment as defined in the award agreement. If award meets the definition of replacement award (as defined in the award agreement), then no immediate vesting. If award does not meet the definition of replacement award, award shall vest in full and shall be paid in cash or shares of stock in equivalent cash value as deemed by the Compensation Committee.

(4)

The amounts shown represent time-vested RSUs that vest and convert into the right to receive an equal number of shares of the Company's common stock on March 2, 2019, provided that the named executive officer is employed by the Company at such time. The vesting of these RSUs could accelerate under the same conditions as described in footnote (3) above.

(5)

The amounts shown represent time-vested RSUs that vest and convert into the right to receive an equal number of shares of the Company's common stock on March 4, 2018, provided that the named executive officer is employed by the Company at such time. The vesting of these RSUs could accelerate under the following circumstances:

Event		Result
Involuntary Termination without Cause		Award would vest pro-rata through date of separation, provided separation occurs within 180 days prior to the vesting date.
Retirement, Death or Disability		Award would vest pro-rata through date of separation.
Change-in-Control		Award is subject to double-trigger vesting as a result of the change-in-control and involuntary termination of employment as(as defined in the award ~~agreement.~~agreement).

(6)

The amounts shown represent ~~time-vested RSUs that vest~~unearned and ~~convert into~~unvested PSUs for the ~~right to receive an equal number~~2017-2019 PSU award cycle at a threshold level of ~~shares of the Company’s common stock on February 21, 2016, provided that the named executive officer is employed by the Company at such time.~~performance. The vesting of these ~~RSUs~~unearned PSUs could accelerate under the following ~~circumstances.~~

circumstances:

Event		Result
Involuntary Termination without Cause		Award would vest pro-rata at actual performance through the date of separation, provided ~~separation~~the termination occurs ~~within 180 days prior to~~after June 30 of the ~~vesting date.~~last year in the three-year performance period.
Retirement ~~Death or Disability~~		Award would vest pro-rata through date of ~~separation.~~separation based upon actual performance, provided the separation occurs at least one year after the grant date.
Death and Disability		Award would vest pro-rata through the date of separation based upon target performance.
Change-in-Control		Award ~~would fully vest, absent issuance~~is subject to double-trigger vesting as a result of ~~replacement awards as permitted~~the change-in-control and involuntary termination of employment (as defined in the award ~~agreement.~~agreement). If award meets the definition of replacement award (as defined in the award agreement), then no immediate vesting. If award does not meet the definition of replacement award, award shall vest in full at target or greater (if performance deemed above target by the Compensation Committee) and shall be paid in cash or shares of stock in equivalent cash value as deemed by the Compensation Committee.

(7)

The amounts shown represent ~~time-vested RSUs that vest~~unearned and ~~convert into~~unvested PSUs for the ~~right to receive an equal number~~2016-2018 PSU award cycle at a threshold level of ~~shares of the Company’s common stock on February 23, 2015, provided that the named executive officers is employed by the Company at such time.~~performance. The vesting of these ~~RSUs~~unearned PSUs could accelerate under the same conditions as described in footnote (6) above.

~~(8)~~

The amounts shown represent time-vested RSUs that vest and convert into the right to receive an equal number of shares of the Company’s common stock on May 15, 2015, provided that the named executive officer is employed by the Company at such time. The vesting of these RSUs could accelerate under the same conditions as described in footnote (6) above.

~~2014~~

2017 Option Exercises and Stock Vested

The following table ~~describes~~sets forth the aggregate number of shares acquired and the dollar amounts realized by each of the named executive officers during the fiscal year ended December 31, ~~2014~~2017 from the vesting of PSUs and RSUs, and ~~the exercise of SSARs. There was no~~ exercise of NQSOs ~~by any of the named executive officers~~ during ~~the 2014 fiscal year.~~2017. The PSUs that vested on December 31, ~~2014~~2017 were settled on March ~~4, 2015.~~

Name
NQSO or SSAR
Awards
Number of Shares
Acquired on
Exercise
(#)

NQSO or SSAR
Awards
Value Realized
on Exercise⁽¹⁾
($)

Stock Awards
Number of Shares
Acquired on
Vesting⁽²⁾,⁽³⁾
(#)

Stock Awards
Value Realized on
Vesting⁽²⁾,⁽³⁾
($)
Boris Elisman 100,000 774,000 75,952 618,880
Neal V. Fenwick 50,000 263,500 46,811 378,741
Thomas W. Tedford — — 36,144 286,267
Neil A. McLachlan — — 38,647 348,209
Christopher M. Franey — — 48,066 393,685

7, 2018.

Name	NQSO Awards Number of Shares Acquired on Exercise (#)	NQSO Awards Value Realized on Exercise ($)	Stock Awards Number of Shares Acquired on Vesting ^(1),(2) (#)	Stock Awards Value Realized on Vesting ^(1),(2) ($)
Boris Elisman	—	—	377,327	4,696,677
Neal V. Fenwick	—	—	93,464	1,165,915
Thomas W. Tedford	—	—	117,594	1,457,970
Cezary Monko ⁽³⁾	—	—	—	—
Pamela R. Schneider ⁽⁴⁾	34,411	271,695	67,030	834,092

(1)

The number of shares and amounts shown for Messrs. Elisman, Fenwick, and Tedford, and Ms. Schneider include 98,197, 27,004, 24,550, and 17,185 RSUs, respectively, which vested on March 5, 2017. The realized value ~~represents the difference between the strike price~~was $1,291,291, $355,103, $322,833, and $225,983, respectively, calculated based upon the fair market value of the ~~Company’s~~Company's common stock of $13.15 per share on the ~~date of exercise.~~vesting date.

(2)

The number of shares and amounts shown for Messrs. Elisman, Fenwick, Tedford, and ~~Franey~~Ms. Schneider include ~~21,600, 14,200, 13,000,~~279,130, 66,460, 93,044, and ~~13,000 RSUs,~~49,845 PSUs, respectively, ~~which~~from the three-year 2015-2017 PSU cycle that were earned and vested ~~on May 18, 2014.~~as of December 31, 2017. The ~~realized~~amounts of $3,405,386, $810,812, $1,135,137, and $608,109, respectively, represent the value ~~was $129,168, $84,916, $77,740, and $77,740, respectively,~~as calculated based ~~upon~~on the $12.20 closing price of the Company’s common stock on December 31, 2017.

(3)

Mr. Monko did not acquire any shares or realize any amounts from the exercise of any NQSOs or the vesting of any PSUs or RSUs during the fiscal year ended December 31, 2017.

(4)

The value represents the difference between the strike price of $6.12 and $14.05, the fair market value of the Company’s common stock on February 23, 2017, the ~~vesting date. Mr. McLachlan did not have any RSU awards vest during 2014.~~

~~(3)~~

~~The number~~date of ~~shares~~exercise for 25,522 NQSOs, and ~~amounts shown for Messrs. Elisman, Fenwick, Tedford, McLachlan,~~the difference between the strike price of $6.12 and ~~Franey include 54,352, 32,611, 23,144, 38,647, and 35,066 PSUs, respectively, from~~$13.93, the three-year 2012-2014 PSU cycle that have been earned based on 2012, 2013, and 2014 performance and vested as of December 31, 2014. The amounts of $489,712, $293,825, $208,527, $348,209, and $315,945, respectively, represent thefair market value ~~as calculated based on the $9.01 closing price~~ of the Company’s common stock on ~~December 31, 2014.~~February 24, 2017, the date of exercise for 8,889 NQSOs.

CEO PAY RATIO

Pursuant to the rules adopted by the SEC, we are required to disclose the ratio of the median of the annual total compensation of all our employees, other than our CEO, to the annual total compensation of our CEO, which we refer to as the "Pay Ratio". The Pay Ratio is intended to be a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The table below reflects the Pay Ratio:

CEO Annual Total Compensation	$	4,965,048
Median Employee Annual Total Compensation	$	44,603
Pay Ratio of CEO to Median Employee Compensation	111:1

We undertook the following steps to estimate the median of the annual compensation of our employees and identify a median employee:

First, we determined our employee population as of October 2, 2017. On this date, without taking into account any adjustments, our employee population consisted of 6,757 employees, of which 2,534 were U.S. employees and 4,223 were non-U.S. employees. From this number, we excluded a total of 2,111 employees from our employee population based upon the following approved SEC exceptions:

•

5% De Minimis Exception. From the employee population total above, we excluded a total of 244 employees comprising all of the employees from the following countries: Mexico (243 employees) and Russia (one employee). The excluded employees represent less than 5% of our total employee population.

•

Acquisition Exception. We excluded 1,867 individuals employed by Esselte and its wholly-owned subsidiaries since we completed the Esselte Acquisition in 2017.

This resulted in 4,646 employees from 25 countries considered for purposes of determining our median employee.

Second, for this employee population, we selected their 2017 base salary as our consistently-applied compensation measure. For a permanent employee, we used the hourly rate of pay and his or her regularly scheduled weekly hours of work to establish the annual salary. For a temporary employee, we used the hourly rate of pay and his or her regularly scheduled weekly hours of work measured as of October 2, 2017, and the actual and anticipated number of weeks worked during 2017 to estimate an annual base salary. We then converted all foreign currency salaries to U.S. dollar equivalents using the closing market spot rate on October 2, 2017. From this calculation, we had two employees tied as the median employee and selected the employee with the most recent hire date as our most representative median employee.

We then calculated the annual total compensation for the median employee using the same methodology we use for our named executive officers in the 2017 Summary Compensation Table in this proxy statement. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2017 Summary Compensation Table in this proxy statement.

Our Pay Ratio has been calculated using selected assumptions, estimates and adjustments as permitted under Item 402(u) of Regulation S-K, and is a reasonable estimate calculated in a manner consistent with the Regulation. Other companies have used different methodologies, assumptions, estimates and adjustments, and therefore a comparison of our Pay Ratio to that of other companies will be limited in value.

PENSION BENEFITS

The Pension Benefits table provides information regarding the number of years of credited service, the present value of accumulated benefits, and any payments made during the fiscal year ended December 31, ~~2014~~2017 with respect to the ACCO U.S. Pension, the ACCO U.K. Pension, and the ~~ACCO Europe Pension Plan (“ACCO Europe Pension”)~~Polish retirement plan for each of the named executive officers.

Name Plan Name
Years of
Credited
Service⁽¹⁾
(#)

Present Value
of Accumulated
Benefit⁽²⁾
($)

Payments
During Last
Fiscal Year ($)
Boris Elisman ACCO Pension 4 88,000 —
Neal V. Fenwick ACCO Europe Pension 22 5,196,038 —
ACCO Pension 3 71,000 —
Thomas W. Tedford N/A — — —
Neil A. McLachlan N/A — — —
Christopher M. Franey N/A — — —

Name	Plan Name	Years of Credited Service ⁽¹⁾ (#)	Present Value of Accumulated Benefit ⁽²⁾ ($)	Payments During Last Fiscal Year ($)
Boris Elisman	ACCO U.S. Pension	4	105,000	—
Neal V. Fenwick	ACCO U.K. Pension	22	5,948,970	—
Neal V. Fenwick	ACCO U.S. Pension	3	85,000	—
Thomas W. Tedford	N/A	—	—	—
Cezary Monko	Polish Retirement Plan	—	100,000	—
Pamela R. Schneider	N/A	—	—	—

(1)

Years of Credited Service for the ACCO U.S. Pension are shown through March 6, 2009, the date on which the ACCO U.S. Pension plan was frozen. Mr. Fenwick participated in the ACCO ~~Europe~~U.K. Pension ~~Plan~~ until April 1, 2006. Vesting service, which determines vesting and eligibility for early retirement benefits, continues to grow. As of December 31, ~~2014,~~2017, vesting service is ~~5.75~~8.75 years greater (absent any break-in-service or termination) than credited since shown in the table above.

(2)

Amounts reported above as the actuarial present value of accumulated benefits under the ACCO U.S. Pension are computed using the interest and mortality assumptions that the Company applies to amounts reported in its financial statements, and are assumed to be payable at age 65. Despite the plan being frozen, the value of the benefit changes due to the assumptions utilized in ~~the~~these calculations. For ~~2014, a substantial portion~~2017, the present value of the ~~increase in~~accumulated pension ~~values~~benefit increased since the prior year is directly related to ~~significantly lower~~an decrease in the discount ~~rates and longer life expectancy assumptions.~~rate. The interest rate assumption is ~~4.18%~~3.72%. The mortality table assumption for the ACCO U.S. Pension is based upon the ~~RP-2014~~Aggregate RP-2006 Mortality Table projected ~~to 2015~~ using the ~~Mortality Improvement~~Projection Scale ~~MP-2014.~~MP-2017. Amounts reported above as the actuarial present value of accumulated benefit for Mr. Fenwick under the ACCO ~~Europe~~U.K. Pension assumes an interest rate of ~~3.6%~~2.5%, an inflation rate of ~~3.1%~~3.2%, an exchange rate (as of December 31, ~~2014)~~2017) of ~~$1.5557~~$1.3444 to one British Pound and utilizes the SAPS ~~Table~~S2 Tables using CMI ~~2011~~2016 future improvements, subject to an underpin of 1%1.25% per annum. Amounts reported above as the actuarial present value of accumulated benefit for Mr. Monko under the Poland Statutory Retirement Obligation assumes an interest rate of 3.5%, a salary increase assumption (for projection purposes) of 3.0%, and a Polish Zloty exchange rate on December 31, 2017 of $0.2861.

ACCO U.S. Pension

The ACCO U.S. Pension is a broad-based, tax-qualified defined benefit pension plan, which provides a monthly cash benefit upon retirement to eligible employees of the Company, including the participating named executive officers. Historically, eligible employees included all salaried and certain hourly paid employees (regularly scheduled to work at least twenty hours per week) of the Company, except leased employees, independent contractors, certain collectively-bargained employees, and employees accruing benefits under an affiliated company foreign pension plan. Employees must have completed one year of service to participate in the ACCO U.S. Pension and five years of service to vest in the benefit. The determination of benefits under the ACCO U.S. Pension is based upon years of credited service with the Company and its participating U.S. subsidiaries and the average of the highest five consecutive years of earnings within the last ten years of vesting service. ~~“Eligible Earnings”~~"Eligible Earnings" include base pay and certain regularly occurring bonuses, but do not include amounts that have been deferred and, for years of credited service prior to 2002, annual bonuses. All benefit service and accruals for benefits under the ACCO U.S. Pension ~~have been~~were frozen ~~as of~~on March 6, 2009. As a result, no additional benefits will accrue from that date for any of the named executive officers unless action is taken to reinstate any such benefits.

Benefits under the ACCO U.S. Pension are calculated in the following manner: A participant’s benefit for credited service accrued prior to January 1, 2002 equals the product of (A) his years of credited service multiplied by (B) the sum of (i) 0.75% of Eligible Earnings up to the participant’s applicable Social Security-covered compensation amount, plus (ii) 1.25% of the participant’s final Eligible Earnings in excess of the participant’s applicable Social Security-covered compensation amount (up to a maximum of thirty years). The participant’s benefit for credited service accrued since January 1, 2002 equals the product of (C) his years of credited service multiplied by (D) 1.25% of the participant’s final average Eligible Earnings, except that for years of credited service since January 1, 2007, the annual benefit accrual rate is 1.00% instead of 1.25%. As described above, ~~for the year 2009,~~ Eligible Earnings and credited service will be determined as of March 6, 2009 unless subsequent action to reinstate benefit accruals is taken. Participants are fully vested in benefits after five years of service, with no vesting prior to that date. None of the named executive officers is entitled to additional credited service other than that which has been earned during ~~their~~ employment.

Several forms of benefit payments are available under the ACCO U.S. Pension. The ACCO U.S. Pension offers a single life annuity option, 5 and 10-year period certain and life annuity options, 50%, 75% and 100% joint and contingent beneficiary options, and a Social Security benefit adjustment option. ~~Minimum lump-sum distributions of benefits are available if less than or equal to $1,000.~~ The payout option must be elected by the participant before benefit payments ~~begin.~~commence. For a participant who is no longer an active employee of the Company, an automatic lump-sum distribution of benefits occurs if his or her pension value is less than or equal to $1,000, and in 2015, the Company established an automatic lump-sum rollover feature if his or her pension value is greater than $1,000 but less than or equal to $5,000. Each option available under the ACCO U.S. Pension is actuarially equivalent.

Normal retirement benefits commence at age 65. Under the ACCO U.S. Pension, early retirement benefit payments are available in a reduced amount to participants upon attainment of age 55 and completion of at least five years of vesting service. ~~The~~For vesting purposes, the ACCO U.S. Pension recognizes prior service with Fortune Brands, Inc. and other companies previously related to the Company for periods before the spin-off of the Company from Fortune Brands, Inc. on August 16, ~~2005, for vesting purposes.~~

2005.

ACCO U.K. Pension

Mr. Fenwick is also entitled to a pension benefit under the ACCO ~~Europe~~U.K. Pension in which he participated until April 1, 2006. The ACCO ~~Europe~~U.K. Pension is a broad-based, defined benefit pension plan which provides a benefit upon retirement to eligible employees of ACCO UKU.K. Limited and certain other European subsidiaries of the Company. Mr. Fenwick was eligible to participate in the ACCO ~~Europe~~U.K. Pension based on his prior European employment with the Company. Benefits are payable upon retirement at or after age 62 with twenty years of credited service, as a single life annuity, in an amount equal to two-thirds (2/3) of Mr. Fenwick’s final Pensionable Earnings while a participant in this plan. Under the ACCO ~~Europe~~U.K. Pension, early retirement benefit payments are available in an actuarially reduced amount to participants upon attainment of age 55. The reduction is 5% per year if retiring before age 62. Pensionable Earnings are defined as Mr. Fenwick’s base salary for the preceding full year prior to April 1, 2006 together with the average annual bonus paid for the preceding three years. Benefits under this plan are based on the higher of (1) Pensionable Earnings for the full year immediately prior to April 1, 2006, or (2) the average of any three consecutive years of Pensionable Earnings in the last ten years prior thereto. Mr. Fenwick is fully vested in this benefit.

Polish Retirement

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

The Company does not have written employment agreements with ~~any of~~ its executive ~~officers. Executive~~ officers, including the named executive officers, unless it is common practice to provide an individual employment contract, such as in select international markets where we have executive officers. Only Mr. Monko, whose employment is based in Poland, has an employment contract. All of our executive officers, including all of our named executive officers, are covered by the Company’s ESP at December 31, ~~2014~~2017 and continue to be so covered as of the date of this Proxy Statement.

The Company’s ESP provides the named executive officers the following payments and benefits upon (i) an involuntary termination without ~~“cause,”~~"cause," (ii) voluntary termination for ~~“good reason”~~"good reason" or (iii) involuntary termination without ~~“cause”~~"cause" within 24 months after (and in certain circumstances preceding) a change-in-control as defined in the ESP:

Involuntary Termination: 21 months of base salary and one year of target bonus for ~~Mr.~~Messrs. Elisman, Fenwick, Tedford and ~~each~~Monko; 18 months of ~~the other named executive officers.~~base salary and one year of target bonus for Ms. Schneider.

Change-in-Control Termination: 2.25 times base salary plus 2.25 times bonus for the year of separation for ~~Mr.~~Messrs. Elisman, Fenwick, Tedford and ~~each~~Monko; 2 times base salary plus 2 times bonus for the year of ~~the other named executive officers.~~separation for Ms. Schneider. The bonus amount is based on the greater ofof: (i) a target bonus for the year of the named executive officer’s termination, or (ii) the bonus that would be paid using the Company’s most recent financial performance outlook report that is available as of the named executive officer’s termination date. The executive would also receive a pro-rata annual bonus for the year of the executive’s termination up through and including the termination effective date ~~based on~~calculated in the ~~greater of~~manner described in the ~~latest projected performance level of the Company for that year or the target award.~~preceding sentence.

Outplacement services in an amount not to exceed $30,000 for Mr. Elisman and each of the other named executive officers.

A gross-up payment for any ~~“golden parachute”~~"golden parachute" excise tax that may be payable by the named executive officer under Section 4999 of the Code, plus any income and employment taxes on the gross-up payment, with respect to the severance payments and other benefits due to them (whether under the ESP or otherwise), unless the amount of any ~~“excess~~"excess parachute ~~payments”~~payments" paid or payable by them does not exceed 330% of the executive’s ~~“base pay”~~"base pay" as determined pursuant to Section 280G of the ~~Internal Revenue~~ Code, in which case the gross-up payment is not paid and the severance and other golden parachute payments would be reduced so that no amount would constitute an ~~“excess~~"excess parachute ~~payment”~~payment" for purposes of Sections 280G and 4999 of the Code. Mr. Monko is not subject to Sections 280G and 4999 of the Code.

Any amounts payable under the ESP are reduced by amounts payable to a named executive officer under any other severance plan applicable to the named executive officer or agreement that has been entered into between the Company and the named executive officer.

Medical and other welfare benefits continue for the named executive officer’s severance period on the same cost-sharing basis as if employment had not terminated. No severance or change-in-control payments would be made until the named executive officer executes a release waiving any and all claims the executive may have against the Company. No benefits would be provided to a named executive officer if a termination was for ~~“cause”~~"cause" or voluntary (other than in the case of a retirement) except where required by law or at the discretion of the Board of Directors. In addition, certain equity grants awarded to the named executive officers may accelerate upon death, disability, retirement, termination without cause and in the event of a change-in-control as defined in the ~~2011~~ Incentive Plan. For additional details, see the Outstanding Equity Awards at Fiscal Year-End table and related footnotes.

The tables below set forth, for each named executive officer, the estimated payments and other benefit amounts that would have been received by the named executive officer or his or her estate on December 31, ~~2014,~~2017, under the following circumstances:

a change-in-control without termination of employment;

termination of employment by the executive officer for retirement;

termination of employment by the Company without cause;

following (or in certain circumstances preceding) a change-in-control, a termination of employment by the Company without ~~“cause”~~"cause" or by the executive officer for ~~“good reason”~~"good reason"; or

termination of employment as a result of death or disability.

In preparing the tables, it is assumed that each of the named executive officers has no earned but unpaid salary or accrued and unused vacation benefits at the time of his or her termination and that the values reflect compensation in addition to what he or she would have earned had the described event not occurred. The notes accompanying these tables appear at the end of this section. ~~Only~~ Messrs. ~~McLachlan~~Elisman, Fenwick and ~~Franey~~Monko, and Ms. Schneider, are retirement ~~eligible as of December 31, 2014.~~

eligible.

Boris Elisman

Change in Control without Termination ($)
Termination
by Executive
for Retirement ($)

Termination
by Company
without Cause ($)
Termination by the
Company without
Cause or by the
Executive
for “Good
Reason” Following a
Change in Control ($)
Death
($)
Disability
($)
Payments and Benefits Compensation:
Cash severance⁽¹⁾ — — 2,094,750 3,472,875 — —
Annual incentive⁽¹⁾ — — — 808,500 — —
Benefits:
Continuation of benefits⁽²⁾ — — 24,346 31,303 — —
Outplacement Services — — 30,000 30,000 — —
Additional 401(k) Plan Contributions⁽³⁾ — — — 26,325 — —
Long-Term Incentive Awards Acceleration:
Value of Non-Qualified Stock Options⁽⁴⁾ 166,808 — — 1,019,197 306,839 71,751
Value of Restricted Stock Units⁽⁵⁾ 786,537 — 182,121 1,671,292 795,298 795,298
Value of Performance Stock Units⁽⁶⁾ 1,723,865 — — 3,869,966 1,696,676 1,696,676
Change-in-Control Compensation Reduction or Federal Excise Tax and Gross-up/Forfeiture⁽⁷⁾ 2,018,843 — — 4,895,686 — —
Total 4,696,053 — 2,331,217 15,825,144 2,798,813 2,563,725

Change in
Control
without
Termination
($)

Termination
by Executive
for Retirement
($)

Termination
by Company
without Cause
($)

Termination by the
Company without
Cause or by the
Executive for "Good
Reason" Following a
Change in Control
($)

Death
($)

Disability
($)

Payments and Benefits Compensation:
Cash Severance⁽¹⁾
0 0 2,743,500 4,603,500 0 0
Annual Incentive⁽¹⁾
0 0 0 1,116,000 0 0
Benefits:
Continuation of Benefits⁽²⁾
0 0 25,833 33,214 0 0
Outplacement Services 0 0 30,000 30,000 0 0
Additional 401(k) Plan Contributions⁽³⁾
0 0 0 33,413 0 0
Long-Term Incentive Awards Acceleration:
Value of Non-Qualified Stock Options⁽⁴⁾⁽⁸⁾
0 411,154 411,154 435,410 411,154 411,154
Value of Restricted Stock Units⁽⁵⁾⁽⁸⁾
1,596,431 1,635,900 1,635,900 2,621,512 1,773,747 1,773,747
Value of Performance Stock Units⁽⁶⁾⁽⁸⁾
4,435,822 1,722,551 1,722,551 4,435,822 2,339,883 2,339,883
Value of Performance Cash⁽⁷⁾⁽⁸⁾
568,750 379,167 379,167 568,750 379,167 379,167
Change-in-Control Compensation Reduction or Federal Excise Tax and Gross-up/Forfeiture⁽⁹⁾
0 5,138,659
Total 6,601,003 4,148,772 6,948,105 19,016,280 4,903,951 4,903,951

See accompanying notes at the end of this section.

Neal V. Fenwick

Change in
Control
without
Termination
($)
Termination
by Executive
for Retirement
($)

Termination
by Company
without
Cause ($)

Termination by the
Company without
Cause or by the
Executive
for “Good
Reason” Following a
Change in Control ($)

Death
($)
Disability
($)
Payments and Benefits Compensation:
Cash severance⁽¹⁾ — — 1,176,000 1,819,125 — —
Annual incentive⁽¹⁾ — — — 318,500 — —
Benefits:
Continuation of benefits⁽²⁾ — — 24,346 31,303 — —
Outplacement Services — — 30,000 30,000 — —
Additional 401(k) Plan Contributions⁽³⁾ — — — 26,325 — —
Long-Term Incentive Awards Acceleration:
Value of Non-Qualified Stock Options⁽⁴⁾ 63,546 — — 297,954 91,983 27,334
Value of Restricted Stock Units⁽⁵⁾ 419,010 — 177,280 662,316 385,020 385,020
Value of Performance Stock Units⁽⁶⁾ 711,889 — — 1,302,071 570,558 570,558
Change-in-Control Compensation Reduction or Federal Excise Tax and Gross-up/Forfeiture⁽⁷⁾ — — — 1,775,646 — —
Total 1,194,445 — 1,407,626 6,263,240 1,047,561 982,912

Change in
Control
without
Termination
($)

Termination
by Executive
for Retirement
($)

Termination
by Company
without Cause
($)

Termination by the
Company without
Cause or by the
Executive for "Good
Reason" Following a
Change in Control
($)

Death
($)

Disability
($)

Payments and Benefits Compensation:
Cash Severance⁽¹⁾
0 0 1,273,080 1,969,296 0 0
Annual Incentive⁽¹⁾
0 0 0 344,793 0 0
Benefits:
Continuation of Benefits⁽²⁾
0 0 25,833 33,214 0 0
Outplacement Services 0 0 30,000 30,000 0 0
Additional 401(k) Plan Contributions⁽³⁾
0 0 0 33,413 0 0
Long-Term Incentive Awards Acceleration:
Value of Non-Qualified Stock Options⁽⁴⁾⁽⁸⁾
0 97,893 97,893 103,668 97,893 97,893
Value of Restricted Stock Units⁽⁵⁾⁽⁸⁾
412,018 377,273 377,273 656,092 424,268 424,268
Value of Performance Stock Units⁽⁶⁾⁽⁸⁾
988,786 378,582 378,582 988,786 518,886 518,886
Value of Performance Cash⁽⁷⁾⁽⁸⁾
125,000 83,333 83,333 125,000 83,333 83,333
Change-in-Control Compensation Reduction or Federal Excise Tax and Gross-up/Forfeiture⁽⁹⁾
0
Total 1,525,804 937,081 2,265,994 4,284,262 1,124,380 1,124,380

See accompanying notes at the end of this section.

Thomas W. Tedford

Change in
Control
without
Termination
($)
Termination
by Executive
for Retirement
($)

Termination
by Company
without Cause
($)

Termination by the
Company without
Cause or by the
Executive
for “Good
Reason”
Following a
Change in Control ($)
Death
($) Disability
($)
Payments and Benefits Compensation:
Cash severance⁽¹⁾ — — 1,080,000 1,670,625 — —
Annual incentive⁽¹⁾ — — — 292,500 — —
Benefits:
Continuation of benefits⁽²⁾ — — 23,707 30,481 — —
Outplacement Services — — 30,000 30,000 — —
Additional 401(k) Plan Contributions⁽³⁾ — — — 26,325 — —
Long-Term Incentive Awards Acceleration:
Value of Non-Qualified Stock Options⁽⁴⁾ 44,681 — — 257,778 77,991 19,219
Value of Restricted Stock Units⁽⁵⁾ 240,882 — 77,548 462,078 237,438 237,438
Value of Performance Stock Units⁽⁶⁾ 501,542 — — 1,038,069 441,694 441,694
Change-in-Control Compensation Reduction or Federal Excise Tax and Gross-up/Forfeiture⁽⁷⁾ — — — 1,619,072 — —
Total 787,105 — 1,211,255 5,426,928 757,123 698,351

Change in
Control
without
Termination
($)

Termination
by Executive
for Retirement
($)

Termination
by Company
without Cause
($)

Termination by the
Company without
Cause or by the
Executive for "Good
Reason" Following a
Change in Control
($)

Death
($)

Disability
($)

Payments and Benefits Compensation:
Cash Severance⁽¹⁾
0 0 1,273,080 1,969,296 0 0
Annual Incentive⁽¹⁾
0 0 0 344,793 0 0
Benefits:
Continuation of Benefits⁽²⁾
0 0 25,194 32,393 0 0
Outplacement Services 0 0 30,000 30,000 0 0
Additional 401(k) Plan Contributions⁽³⁾
0 0 0 33,413 0 0
Long-Term Incentive Awards Acceleration:
Value of Non-Qualified Stock Options⁽⁴⁾⁽⁸⁾
0 0 0 145,137 137,051 137,051
Value of Restricted Stock Units⁽⁵⁾⁽⁸⁾
565,348 0 322,662 907,046 590,836 590,836
Value of Performance Stock Units⁽⁶⁾⁽⁸⁾
1,356,237 0 0 1,356,237 717,088 717,088
Value of Performance Cash⁽⁷⁾⁽⁸⁾
175,000 0 0 175,000 116,667 116,667
Change-in-Control Compensation Reduction or Federal Excise Tax and Gross-up/Forfeiture⁽⁹⁾
1,791,322
Total 2,096,585 — 1,650,936 6,784,637 1,561,642 1,561,642

See accompanying notes at the end of this section.

~~Neil A. McLachlan~~

Change in
Control
without
Termination
($)
Termination
by Executive
for Retirement
($)

Termination
by Company
without Cause
($)
Termination by the
Company without
Cause or by the
Executive
for “Good
Reason” Following a
Change in Control ($)
Death
($)
Disability
($)
Payments and Benefits Compensation:
Cash severance⁽¹⁾ — — 1,140,000 1,763,438 — —
Annual incentive⁽¹⁾ — — — 308,750 — —
Benefits:
Continuation of benefits⁽²⁾ — — 17,803 22,891 — —
Outplacement Services — — 30,000 30,000 — —
Additional 401(k) Plan Contributions⁽³⁾ — — — 26,325 — —
Long-Term Incentive Awards Acceleration:
Value of Non-Qualified Stock Options⁽⁴⁾ 49,646 21,355 21,355 262,743 80,127 21,355
Value of Restricted Stock Units⁽⁵⁾ 929,300 830,953 830,953 1,150,496 830,953 830,953
Value of Performance Stock Units⁽⁶⁾ 619,622 470,899 470,899 1,156,150 470,899 470,899
Change-in-Control Compensation Reduction or Federal Excise Tax and Gross-up/Forfeiture⁽⁷⁾ — — — — — —
Total 1,598,568 1,323,207 2,511,010 4,720,793 1,381,979 1,323,207

Cezary Monko

Change in
Control
without
Termination
($)

Termination
by Executive
for Retirement
($)

Termination
by Company
without Cause
($)

Termination by the
Company without
Cause or by the
Executive for "Good
Reason" Following a
Change in Control
($)

Death
($)

Disability
($)

Payments and Benefits Compensation:
Cash Severance⁽¹⁾
0 0 1,342,215 2,076,239 0 0
Annual Incentive⁽¹⁾
0 0 0 363,517 0 0
Benefits:
Continuation of Benefits⁽²⁾
0 0 4,681 6,019 279,628 139,814
Outplacement Services 0 0 30,000 30,000 0 0
Additional 401(k) Plan Contributions⁽³⁾
0 0 0 0 0 0
Long-Term Incentive Awards Acceleration:
Value of Non-Qualified Stock Options⁽⁴⁾⁽⁸⁾
0 0 0 0 0 0
Value of Restricted Stock Units⁽⁵⁾⁽⁸⁾
146,290 0 0 146,290 39,946 39,946
Value of Performance Stock Units⁽⁶⁾⁽⁸⁾
357,777 0 0 357,777 119,259 119,259
Value of Performance Cash⁽⁷⁾⁽⁸⁾
0 0 0 0 0 0
Change-in-Control Compensation Reduction or Federal Excise Tax and Gross-up/Forfeiture⁽⁹⁾
0 0
Total 504,067 — 1,376,896 2,979,842 438,833 299,019

See accompanying notes at the end of this section.

~~Christopher M. Franey~~

Change in Control
without Termination
($)
Termination
by Executive
for Retirement
($)

Termination
by Company
without
Cause
($)

Termination by the
Company without
Cause or by the
Executive
for “Good
Reason” Following a
Change in Control ($)

Death
($)
Disability
($)
Payments and Benefits Compensation:
Cash severance⁽¹⁾ — — 1,056,000 1,633,500 — —
Annual incentive⁽¹⁾ — — — 286,000 — —
Benefits:
Continuation of benefits⁽²⁾ — — 17,803 22,891 — —
Outplacement Services — — 30,000 30,000 — —
Additional 401(k) Plan Contributions⁽³⁾ — — — 26,325 — —
Long-Term Incentive Awards Acceleration:
Value of Non-Qualified Stock Options⁽⁴⁾ 44,681 19,219 19,219 172,541 54,483 19,219
Value of Restricted Stock Units⁽⁵⁾ 282,824 252,986 252,986 415,541 252,986 252,986
Value of Performance Stock Units⁽⁶⁾ 556,795 370,158 370,158 878,714 370,158 370,158
Change-in-Control Compensation Reduction or Federal Excise Tax and Gross-up/Forfeiture⁽⁷⁾ — — — 1,836,237 — —
Total 884,300 642,363 1,746,166 5,301,749 677,627 642,363

Mr. Monko's employment contract contains a six-month notice provision prior to termination of employment. The table above assumes notice was provided on June 30, 2017 resulting in termination on December 31, 2017. Mr. Monko's LTIP values are quoted in U.S. dollars; all other values are converted from Polish Zloty to U.S. dollars using the 2017 year-end conversion rate of 0.2861.

Pamela R. Schneider

Change in
Control
without
Termination
($)

Termination
by Executive
for Retirement
($)

Termination
by Company
without Cause
($)

Termination by the
Company without
Cause or by the
Executive for "Good
Reason" Following a
Change in Control
($)

Death
($)

Disability
($)

Payments and Benefits Compensation:
Cash Severance⁽¹⁾
0 0 920,325 1,402,400 0 0
Annual Incentive⁽¹⁾
0 0 0 262,950 0 0
Benefits:
Continuation of Benefits⁽²⁾
0 0 0 0 0 0
Outplacement Services 0 0 30,000 30,000 0 0
Additional 401(k) Plan Contributions⁽³⁾
0 0 0 29,700 0 0
Long-Term Incentive Awards Acceleration:
Value of Non-Qualified Stock Options⁽⁴⁾⁽⁸⁾
0 73,419 73,419 77,751 73,419 73,419
Value of Restricted Stock Units⁽⁵⁾⁽⁸⁾
342,552 294,704 294,704 525,613 333,867 333,867
Value of Performance Stock Units⁽⁶⁾⁽⁸⁾
822,097 314,223 314,223 822,097 431,144 431,144
Value of Performance Cash⁽⁷⁾⁽⁸⁾
103,750 69,167 69,167 103,750 69,167 69,167
Change-in-Control Compensation Reduction or Federal Excise Tax and Gross-up/Forfeiture⁽⁹⁾
0 1,175,596
Total 1,268,399 751,513 1,701,838 4,429,857 907,597 907,597

See accompanying notes at the end of this section.

Notes to Potential Payments Upon Termination or Change-in-Control Tables

(1)

Represents ~~2014~~2017 base salary and annual incentive opportunity at target performance, calculated according to the terms of the ESP.

(2)

Represents the approximate value of the employer subsidy to broad-based health and welfare employee benefit plans for the named executive ~~officer’s~~officer's benefit during the severance period. For Mr. Monko, the Company's disability policy for employees in Poland provides for a one-time lump sum payment from the Company in an amount equal to three-times the employee's monthly average base salary in effect over the last three months of his or her employment, subject to taxation. Polish law also requires, in the event of termination of employment as a result of death, for the Company to make a one-time lump sum payment in an amount equal to six-times the employee's monthly average base salary in effect over the last six months of his or her employment, subject to taxation.

(3)

Represents the maximum annual Company contribution to the named executive ~~officer’s~~officer's account under the ~~Company’s~~Company's 401(k) Plan during the severance period. Mr Monko is not eligible to participate in the Company's 401(k) Plan.

(4)

Reflects the excess of the fair market value as of December 31, ~~2014~~2017 of the underlying shares over the exercise price of all unvested options, the vesting of which accelerates in connection with the specified event. ~~As of December 31, 2014 some of the unvested NQSOs had exercise prices in excess of the fair market value.~~ The amounts shown reflect the value as calculated based on the ~~$9.01~~$12.20 closing price of the Company’s common stock on December 31, ~~2014.~~2017.

(5)

Reflects the fair market value as of December 31, ~~2014~~2017 of the shares underlying all unvested RSUs which vest in connection with the specified event. The amounts shown reflect the value as calculated based on the ~~$9.01~~$12.20 closing price of the Company’s common stock on December 31, ~~2014.~~2017.

(6)

Reflects the unvested fair market value as of December 31, ~~2014~~2017 of the shares underlying unvested PSUs which would vest in connection with the specified event. This value does not include the ~~2012-2014~~2015-2017 PSU award which vested on December 31, ~~2014.~~2017. The amounts shown reflect the value as calculated based on the ~~$9.01~~$12.20 closing price of the Company’s common stock on December 31, ~~2014.~~2017.

(7)

Reflects the unvested value at target performance for the 2016-2018 Performance Cash award as of December 31, 2017. Mr. Monko was not an employee of the Company at the time the Performance Cash award were granted.

(8)

For RSUs and PSUs granted in 2016 and 2017, Performance Cash granted in 2016, and NQSOs granted in 2017, under a change-in-control without termination, if the award is replaced with an award of the same or greater value and with the same or not less favorable terms and conditions, the award is subject to double-trigger vesting. If the RSU or PSU award is not replaced, the award shall vest in full at target performance or greater and is paid out in cash or shares of stock of equivalent cash value. If the NQSO is not replaced, it shall become immediately exercisable. The value in the table assumes the awards are not replaced upon a change-in-control and reflect the full vesting of the award, with the PSU and Performance Cash awards vesting at target performance.

(9)

Upon a change-in-control of the Company, the named executive officer may be subject to a reduction in compensation or may incur certain excise taxes pursuant to Section 4999 of the Code, ~~of 1986,~~ as described above. Mr. Monko is not subject to Sections 280G and 4999 of the Code.

ADVISORY VOTE ON EXECUTIVE COMPENSATION

(Proxy Item 3)

We are providing our stockholders with an opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive ~~officers.~~officers, as required pursuant to Section 14A of the Securities and Exchange Act of 1934. The proposal, commonly known as a ~~“Say-on-Pay”~~"Say-on-Pay" proposal, is designed to give our stockholders the opportunity to endorse or not endorse our executive compensation program through the following resolution:

“

"RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed ~~pursuant to the compensation disclosure rules of the Securities and Exchange Commission~~ in the Company’s Proxy Statement for the ~~2015~~2018 Annual Meeting of Stockholders, including in the Compensation Discussion and Analysis, the executive compensation tables and other related disclosures contained herein.”

As discussed in the Compensation Discussion and Analysis, we have designed our executive compensation program to attract, retain and motivate highly skilled executive officers, link pay to performance, and build sustainable value for our stockholders. When you cast your vote, we urge you to consider the description of our executive compensation program contained in this Proxy Statement, including under the heading ~~“Compensation~~"Compensation Discussion and ~~Analysis”~~Analysis" and the accompanying ~~Executive Compensation~~executive compensation tables and related footnotes.

Because your vote is advisory, it will not be binding upon our Board of Directors, it will not overrule any decision by the Board of Directors and it will not create or imply any additional fiduciary duties on the Board of Directors or any member thereof. However, the Compensation Committee and our Board of Directors will take into account the outcome of the vote when considering future executive compensation arrangements.

The Board of Directors recommends that you vote FOR Proxy Item 3.

~~PROPOSAL TO APPROVE THE ACCO BRANDS~~

~~CORPORATION INCENTIVE PLAN~~
~~(Proxy Item 4)~~

In keeping with the preference expressed by our stockholders at our 2017 Annual Meeting ~~stockholders will vote on a proposal to approve the Restated Plan. The Restated Plan is an amendment and restatement~~ of our existing 2011 Incentive Plan. In March 2015, our Board of Directors approved the Restated Plan, subject to stockholder approval, based upon a recommendation of the Compensation Committee and management. The principal features of the Restated Plan, which include an increase in the number shares available for awards, are highlighted below.

Approval of the Restated Plan requires the affirmative vote of a majority of the shares of ACCO Brands common stock represented in person or by proxy at the Annual Meeting and entitled to vote. If the Restated Plan is approved by stockholders, awards will no longer be granted under the 2011 Incentive Plan. If the Restated Plan is not approved by stockholders, awardsStockholders, we will continue to ~~be granted under~~hold the ~~2011 Incentive Plan, but no more equity-based awards may be granted once~~advisory say-on-pay vote annually until the ~~maximum number of shares reserved under the 2011 Incentive Plan has been reached.~~

~~The Board of Directors recommends that you~~next required stockholder vote ~~FOR Proxy Item 4.~~

~~Overview~~

Our incentive plan is a vital component of our compensation program. The purpose of the Restated Plan is to provide incentives linked to the creation of stockholder value and the achievement of certain short-term and long-term strategic and financial goals through a variety of equity-based and cash awards designed to attract, retain and motivate the best available employees and non-employee directors. Presently, our equity award program consists of grants of PSUs, RSUs and NQSOs.

	•	PSUs represent the principal component of long-term equity incentive compensation for our named executive officers. These grants are indicative of our pay-for-performance philosophy, as discussed under the heading “Compensation Discussion and Analysis--Discussion and Analysis--Executive Compensation Philosophy.” PSUs focus management on long-term financial performance, aligning management and stockholders’ interests regarding the creation of stockholder value.

	•	~~RSUs and NQSOs serve as important management retention tools and further align management with stockholders’ interests, including our stockholders’ interest in share price appreciation.~~

~~Requested Increase in Plan Shares~~

~~A key reason for adopting the Restated Plan is to replenish the number of shares available for awards.~~

	•	The Restated Plan reflects an 11,200,000 share increase over the number of shares authorized for issuance under the 2011 Incentive Plan. As of March 13, 2015, of the 15,655,000 shares authorized under the 2011 Incentive Plan, 1,628,455 remain available for awards.

	•	Based on historic grant practices, the Compensation Committee estimates that the shares available under the Restated Plan should be sufficient to allow us to continue to provide competitive grants of equity through 2018 (3 years).

	•	~~We believe that the shares that remain available for awards under the 2011 Incentive Plan are insufficient for us to continue to attract, retain and motivate our executives beyond 2015.~~

~~New Features of the Restated Plan~~

~~In addition to increasing the number of shares available for awards, the Restated Plan includes several significant and new provisions.~~

•

~~No automatic single trigger vesting upon a change in control~~. Upon a change of control where the Company is the surviving entity or replacement awards are issued, the vesting of awards will be accelerated only if the award recipient incurs a qualifying termination at the direction of a third party or within six months prior to a change in control, or incurs a qualifying termination during the 24 months following the change of control.

	•	~~One-year minimum vesting requirement~~. The period of continuous service required for vesting of any equity-based awards granted under the Restated Plan may not be less than one-year, except for up to 5% of the aggregate number of shares available for grant under the Restated Plan, and other than as may be specified in the award agreement in the case of termination due to death or disability, or in accordance with the Restated Plan in the event of a change in control of the Company.

	•	~~No broad discretion to accelerate vesting.~~ The Restated Plan significantly limits the Compensation Committee’s discretion to accelerate vesting of an equity award upon termination of employment outside the terms of the award agreement. The Compensation Committee is not authorized to waive or accelerate vesting or the lapse of restrictions of any equity-based award, except upon the death or disability of a participant, or in accordance with the Restated Plan in the event of a change in control of the Company.

	•	~~Clawback provisions.~~ Awards under the Restated Plan, and the shares of common stock issued thereunder, are subject to ACCO Brands’ compensation clawback and recoupment policy as in effect from time-to-time. The Company’s current policy provides for the recoupment or clawback of compensation paid or payable to an executive officer involved in events that lead to a financial restatement. For further information regarding this policy, see “Compensation Discussion and Analysis--Discussion and Analysis--Clawback and Recoupment Policy.”

~~Retained Features of the Restated Plan~~

Important aspects of 2011 Incentive Plan have been retained in the Restated Plan and key policies will continue to be applicable to shares awarded under the Restated Plan, all of which are designed to serve our stockholders’ interests.

	•	~~Fungible share ratio.~~ A “fungible share ratio” remains in the Restated Plan, which has been increased from the ratio contained in the 2011 Incentive Plan. Under the ratio, full-value awards (i.e., awards other than stock options and stock appreciation rights) are counted against the share reserve as 2.06 shares for each share of stock subject to an award, while any stock options and stock appreciation rights are counted against the share reserve on a 1:1 basis.

	•	~~No liberal share recycling~~. Only shares underlying awards that expire or are forfeited or cancelled, or shares that are not issued for failure to achieve applicable performance conditions, will again be available for issuance under the Restated Plan. Shares that are surrendered or withheld to pay an award’s exercise price or withholding taxes cannot be added back to the shares available under the Restated Plan. Likewise, shares purchased in the open market with proceeds from stock option exercises cannot be added to the pool of available shares under the Restated Plan.

	•	~~No repricing or cash buy-out~~. No stock option or stock appreciation right may be re-priced or substituted or exchanged for cash or as consideration for the grant of a new award with a lower exercise price without stockholder approval.


	•	~~No liberal change of control definition~~~~. The Restated Plan does not have a “liberal” change-in-control definition. A change in control is deemed to occur only upon completion, rather than stockholder approval, of a transaction.~~

	•	~~No evergreen provision~~~~. The number of shares available for grant under the Restated Plan is capped, and there is no formula providing for any automatic increase in the number of shares available.~~

	•	~~No discounted stock options or SARs~~. The Restated Plan prohibits the granting of stock options or stock appreciation rights (“SARs”) at strike prices that are less than the fair market value of our common stock on the applicable grant date.

~~Historical Award Practice Highlights~~

~~Our historical award practices include the following. We currently anticipate continuing these historic practices under the Restated Plan.~~

•

~~Three-year vesting and performance periods~~. Since 2005, annual equity grants to executive officers, including our CEO, have been subject to a minimum three-year vesting period. RSUs are currently subject to a minimum three-year cliff vesting period and grants of NQSOs vest one-third per year over three years. In addition, awards of PSUs have been subject to an overall three-year performance cycle.


	•	~~High proportion of CEO’s compensation subject to performance conditions.~~ In 2013 and 2014, 50% of our CEO’s target equity-based compensation was subject to achievement of financial performance measures. In 2013 and 2014, 78% and 79%, respectively, of our CEO’s total target compensation was variable and at risk as it was subject to the achievement of financial performance measures and share price appreciation.

	•	~~No hedging or pledging~~. Our insider trading policy, which apply to shares acquired through grants made under the Restated Plan, prohibits our directors and executive officers from engaging in hedging transactions or pledging their shares. For further information on this policy, see “Compensation Discussion and Analysis--Discussion and Analysis--Prohibitions on Hedging, Pledging and Similar Transactions.”

	•	~~Post vesting/exercise holding requirements~~. Our executive officers are required to hold a specified number of shares or dollar value of equity granted to them under the Restated Plan. Prior to attaining the required threshold level, they may liquidate no more that 50% of the net shares remaining after the exercise of a stock award or the vesting of shares granted under the Restated Plan; after attaining the required threshold, they may sell shares, subject to our insider trading policy, so long as they maintain the required threshold number of shares or dollar value. For further information on this policy, see “Compensation Discussion and Analysis--Discussion and Analysis--Stock Ownership Guidelines.”

~~Section 162(m) Reauthorization~~

Stockholder approval of the Restated Plan also is necessary so that annual and long-term performance-based awards made to “covered employees” under the Restated Plan may be tax deductible as performance-based compensation under U.S. federal income tax law. Under Section 162(m) of the Code, compensation in excess of $1 million recognized by our CEO and certain other executive officers that is not performance-based compensation is not deductible by the Company. However, performance-based compensation may be fully deductible if the plan under which such compensation is awarded is approved by the stockholders and certain other requirements are met (though the Compensation Committee is not precluded from granting awards that are intended not to satisfy the conditions of Section 162(m)).

~~Description of the Restated Plan~~

The following description of the Restated Plan summarizes the material terms of the Restated Plan; however, it does not purport to be complete and is qualified in its entirety by reference to the Restated Plan attached as Annex A to this Proxy Statement.

~~Term and Effective Date~~

~~The Restated Plan will become effective~~ on the ~~date our stockholders approve~~frequency of holding the ~~Restated Plan,~~say-on-pay vote, which ~~if approved at the Annual Meeting,~~ will ~~be May 12, 2015. No awards may be made or granted after the tenth anniversary of the Restated Plan’s effective date.~~

~~Administration~~

The Restated Plan will be administered by the Compensation Committee, which is composed entirely of non-employee directors who meet the criteria of “outside director” under Section 162(m) of the Code and “non-employee director” under the rules adopted under Section 16 of the Exchange Act, and are independent under the rules of the NYSE. The Compensation Committee has the power and authority to construe and interpret the Restated Plan, select the individuals who will receive awards from among eligible participants, and determine the form, amount and terms of those awards, except that awards made to non-employee directors are granted and administered by the full Board of Directors. The Compensation Committee has the power to delegate to one or more officers of the Company the right to designate employees (other than the delegate or executive officers of ACCO Brands) to receive awards, subject to certain restrictions and provided that the total number of shares or cash payable under such awards are determined by the Compensation Committee.

~~Eligibility~~

Employees of the Company or its subsidiaries, including executive officers, selected by the Compensation Committee as well as non-employee directors of the Company selected by the Board of Directors are eligible to receive awards under the Restated Plan. Approximately 70 persons are eligible to participate in the Restated Plan as of March 13, 2015.

~~Plan and Award Limitations and Restrictions~~

~~Reserved shares.~~~~The total number of shares of common stock available for awards under the Restated Plan may~~occur not exceed the sum of (i) 11,200,000 shares plus (ii) the number of shares that remain available for award under the 2011 Incentive Plan immediately prior to the effective date of the Restated Plan. As of March 13, 2015, there were 1,628,455 shares authorized under the 2011 Incentive Plan that remained available for awards.

~~Fungible share ratio.~~Awards made under the Restated Plan will reduce the number of shares thereafter available for awards on the basis of (i) one share for each share issued under a stock option, an SAR or an award that serves a similar function, and (ii) 2.06 shares for each share issued as a full-value award.

~~Other limitations~~~~. The following additional limits apply to equity awards to be made under the Restated Plan:~~

	•	~~not more than 500,000 shares of common stock may be made subject to options and not more than 500,000 shares may be made subject to SARs annually to any employee;~~
	•	~~not more than 750,000 shares of common stock may be made subject to restricted stock or RSU awards annually to any employee; and~~
	•	no performance award may be granted during any performance period to any employee having an aggregate maximum dollar value in excess of $10,000,000 or an aggregate maximum amount of common stock in excess of 500,000 shares.

~~One-year minimum vesting~~. The period of continuous employment (or service as a non-employee director) required for vesting under a grant of an equity-based award under the Restated Plan may not be less than one year, except for up to 5% of

the aggregate number of shares available for grant as of the effective date of the Restated Plan, and other than as the Compensation Committee may otherwise specify in the award agreement in the case of the death or disability, or where awards have been assumed by the Company in connection with a merger or other business combination, or as otherwise may apply in the event of a change in control under the Restated Plan.

~~No repricing or cash buy-out.~~ No stock option or SAR may be re-priced or substituted or exchanged for cash or as consideration for the grant of a new award with a lower exercise price without stockholder approval, except as may be permitted in connection with an event described below under the heading “--Adjustments”.

~~Clawback and cancellation.~~ All awards made under the Restated Plan, and shares of common stock issued thereunder, are subject to applicable ACCO Brands’ compensation deduction, cancellation, clawback or recoupment policies as in effect from time-to-time and any similar policies as required by law or regulation. An award agreement may provide that a participant’s award or payments thereunder will be subject to cancellation or recoupment in instances where the participant is terminated for cause or has violated certain policies or codes of conduct, has breached a restrictive covenant applicable to the participant or has engaged in misconduct or conduct that is detrimental to the business or reputation of the Company.

~~Share Recycling Provisions and Limitations~~

~~The Restated Plan contains the following provisions and limitations with respect to shares that may again become available for awards.~~

	•	Any shares of common stock covered by an award that are not issued or are cancelled because the award expires or is forfeited or terminated (for example, for a failure to vest or to achieve applicable performance conditions) will again be available for award and will not be considered as having been made subject to an award.
	•	Any shares surrendered or withheld as payment for all or a portion of the exercise price of a stock option or SAR, or surrendered or withheld in satisfaction of withholding taxes with respect to an award, will not be again available for award.
	•	The exercise or settlement of an SAR will reduce the shares available under the Restated Plan by the total number of shares to which the exercise or settlement relates, and not just the net amount of shares actually issued upon exercise or settlement. Shares not issued upon exercise or settlement of an SAR will not again be available for award.
	•	Any shares under a stock option that are cancelled upon exercise of an SAR (for an SAR issued in tandem with a stock option) when settled wholly or partially in shares will, to the extent of such settlement in shares, be treated as if the stock option itself had been exercised, and the shares received in settlement of the SAR will no longer be available for award.

	•	~~Any shares purchased in the open market with proceeds from the exercise of stock options will not be added to the pool of shares available for awards under the Restated Plan.~~
	•	~~Awards settled solely in cash will not reduce the number of shares available for issuance under the Restated Plan.~~
	•	Shares of common stock issued in connection with awards that are assumed, converted or substituted pursuant to a merger or other business combination will not reduce the number of shares available for issuance under the Restated Plan.

The number of shares reserved for issuance under the Restated Plan and the limitations described above may be adjusted by the events described below under the headings “--Adjustments” and “--Change in Control”.

~~Award Forms~~

~~Under the Restated Plan, the Compensation Committee may grant various types of awards, including the following:~~

~~Stock options.~~ Stock option awards may be either incentive stock options or non-qualified stock options. Stock options are exercisable in whole or in part following the completion of a required employment period (or service period for a non-employee director) and the satisfaction of any performance objectives as specified in the discretion of the Compensation Committee.

~~Stock options expire no~~ later than the ~~seventh anniversary~~2023 Annual Meeting of ~~the date of grant and the exercise price of stock options may not be less than the fair market value of a share of our common stock on the date of grant.~~

~~Stock appreciation rights.~~ Stock appreciation rights, or SARs, may be granted independently of any stock option or in tandem with all or any part of a stock option. SARs are exercisable in whole or in part following the completion of a required employment period (or service period for a non-employee director) and the satisfaction of any performance objectives as specified in the discretion of the Compensation Committee. Generally, upon exercise, an SAR entitles a participant to receive (in cash, shares of common stock or a combination thereof) the excess of the fair market value of a share of common stock on the date the SAR was exercised over its exercise price. SARs will expire no later than the seventh anniversary of the date of grant, and the exercise price of an SAR may not be less than the fair market value of a share of our common stock on the date of grant.

~~Restricted shares and performance shares.~~ Shares of common stock that are subject to restrictions on transfer or other incidents of ownership as established by the Compensation Committee, including, in the case of performance shares, the satisfaction of performance criteria, may be awarded under the Restated Plan. For restricted shares, a “restriction period” will apply during which time the shares are subject to forfeiture by the participant if, for example, the participant’s employment or service terminates. During a restricted shares’ restriction period, the holder will be entitled to exercise full voting rights. For performance shares, the performance period shall be at least one-year.

~~Restricted and performance stock units.~~ RSUs and PSUs are fixed or variable share denominated units subject to such terms and conditions, including vesting, time of payment and, in the case of PSUs, the satisfaction of performance criteria, as the Compensation Committee may determine. RSUs and PSUs are valued in whole or in part by reference to, or otherwise based on, the fair market value of the Company’s common stock, and may be paid in shares of common stock, cash or a combination of both. For PSUs, the performance period shall be at least one-year.

~~Dividends and dividend equivalents.~~Rights to dividends and dividend equivalents may be made a part of certain awards, subject to such terms, conditions and restrictions as the Compensation Committee may establish. Any dividends or dividend equivalents credited with respect to performance-based awards may not be payable prior to the payment, if any, of such performance-based award.

~~Cash-based awards.~~ Awards denominated in cash may be granted under the Restated Plan, or under other annual bonus, multi-year bonus or other incentive or bonus plans established under the Restated Plan, that may be earned and payable based on the satisfaction of performance criteria designated by the Compensation Committee. No employee who is a “covered employee” under Section 162(m) of the Code, which includes our CEO and certain of our other executive officers, may receive an annual cash incentive award under the Restated Plan in excess of the lesser of (i) 50% of any annual incentive pool established by the Compensation Committee and (ii) $3,000,000. Such annual awards to “covered employees” will be subject to other terms and conditions as the Compensation Committee determines necessary to satisfy Section 162(m) of the Code; however, the Compensation Committee is not precluded from granting awards that are intended not to satisfy the conditions of Section 162(m).

~~Other incentive awards.~~ ~~The Compensation Committee may grant other types of awards under the Restated Plan whose value, in whole or in part, is based on the Company’s common stock or other factors.~~

Stockholders.

~~Performance Criteria~~

Performance awards, such as performance shares and PSUs, represent the right to receive shares of common stock, cash or a combination thereof, contingent on the achievement of performance or other objectives during a specified period as the Compensation Committee may determine. Section 162(m) of the Code requires that performance awards be based upon objective performance measures in order to be deductible if they and other non-performance-based compensation paid to a “covered employee” in any year exceeds $1 million. The Compensation Committee may designate whether any such award being granted to any participant is intended to be “performance-based compensation” as that term is used in Section 162(m).

Awards intended to be “performance-based compensation” will be conditioned on the achievement of criteria, measures or standards established by the Compensation Committee, provided that such measures relate to one or more of the following, as selected by the Compensation Committee:

•	~~stock price~~	•	~~revenues~~
•	~~operating income~~	•	~~operating company contribution~~
•	~~cash flow or cash flow from operations~~	•	~~income from continuing operations~~
•	~~net asset turnover~~	•	~~net income~~
•	~~operating margin~~	•	~~economic profit~~
•	~~gross profit~~	•	~~working capital efficiency~~
•	~~cost reductions~~	•	~~improvement in cost of goods sold~~
•	~~inventory sales ratio~~	•	~~leverage ratio~~
•	~~earnings or revenue growth~~	•	~~gross margin~~
•	~~total return to stockholders~~	•	~~debt or net debt~~
•	~~earnings before one or more of interest, taxes, depreciation and amortization~~	•	~~return on equity, assets, net assets or net tangible assets, sales, capital employed, invested capital, or total capital~~
•	~~economic value added - or EVA® (net operating profit after tax minus the sum of capital multiplied by the cost of capital)~~	•	~~earnings per share or earnings per share from continuing operations~~
•	~~implementation or completion of critical projects, including acquisitions, divestitures, and other ventures~~	•	~~process improvements~~
•	~~attainment of other strategic objectives, including but not limited to market penetration, geographic expansion, product development, innovation or research goals~~

Performance measures may be particular to a line of business, subsidiary or other unit or may be based on the performance of the Company generally, and may, but need not, be based upon a change or an increase or position result. Performance objectives must include a minimum performance standard below which no payment is made and a maximum performance level above which no further amount of payment is made. Performance measures may vary from participant to participant and between groups of participants.

The Compensation Committee may adjust the performance measurement and objectives to take into account changes in law and accounting and tax rules and the effects of extraordinary or unusual items, events or circumstances, provided that for any award that is intended to constitute performance-based compensation under Section 162(m), no adjustment results in an increase in the compensation of any affected participant who is a “covered employee” for the applicable performance period. The Compensation Committee also may modify the performance measures and thereby reduce the amount payable to a participant at its discretion. The list of performance measures noted above is contained in Section 7(a) of the Restated Plan attached as Annex A to this Proxy Statement.

~~Participant Termination Provisions~~

Each participant’s award agreement will specify the treatment of the award in the event of the participant’s termination of employment (or service as a non-employee director), as determined by the Compensation Committee at the time of grant. Generally, awards will be forfeited and will not be paid if the awards or portions thereof remain unvested or subject to restriction or forfeiture as of the date a participant’s employment or service as a non-employee director with the Company ceases. Except as otherwise determined by the Compensation Committee in the award agreement, if a participant’s employment or service as a non-employee director with the Company ends due to the death, disability or retirement:

	•	~~all options and SARs held by the participant, to the extent then vested and exercisable, will continue to be exercisable for the lesser of five years or the remaining term of the options or SARs;~~
	•	a prorated portion of the restricted stock award or RSU will become unrestricted or nonforfeitable and payable, respectively, based on the period of restriction elapsed through the date of death, disability or retirement; and
	•	subject to the attainment of the performance objectives set forth in the award, a prorated portion of the performance shares and PSUs will become unrestricted or nonforfeitable and payable, as applicable, with the proration based on the portion of the performance period elapsed through the date of the participant’s termination.

The Restated Plan provides that the Compensation Committee is not authorized to waive or accelerate vesting or the lapse of restriction of any equity award, except upon the death or disability of a participant, or in accordance with the Restated Plan in the event of a change in control of the Company.

~~Adjustments~~

In the event of a corporate transaction involving the Company, such as an extraordinary cash dividend, recapitalization, reorganization, merger, consolidation or spin-off, the Compensation Committee may adjust outstanding awards as it deems appropriate so as to maintain the intended benefits of the Restated Plan and the awards.

~~Change in Control~~

~~Replacement awards-no immediate vesting~~. Awards will not vest upon a change in control of the Company (as defined in Section 2(f) of the Restated Plan) and will continue to the extent qualifying as an “Replacement Award” as defined under Section 12(a)(ii) of the Restated Plan. Where Replacement Awards are issued, vesting will be accelerated where a participant incurs a qualifying termination during the 24 months following the change in control.

~~Vesting if no replacement award~~. To the extent a Replacement Award is not provided to a participant, or if a participant incurs a qualifying termination at the direction of a third party seeking to effect a change in control or within six months prior to a change in control, upon a change in control all outstanding stock options and SARs will become immediately exercisable; all restricted shares will become unrestricted; all RSUs will become fully vested and paid out in cash or common stock; and all performance-based awards will become payable in full, with the performance objectives applicable to such award deemed satisfied at target level of performance for the entire performance period (or a greater amount if determined by the Compensation Committee to have been earned based on performance through the date of the change in control).

~~Amendment and Termination~~

Our Board of Directors may, at any time, amend, suspend or terminate the Restated Plan, subject to the receipt of stockholder approval for certain types of amendments. No amendment, suspension or termination of the Restated Plan may materially adversely affect any award previously granted under the Restated Plan without the written consent of the participant holding such award.

~~Tax Consequences~~

The following is a brief summary of the principal United States federal income tax consequences of stock option and SAR awards that may be granted under the Restated Plan. The summary is based on current federal income tax laws and interpretations thereof, all of which are subject to change at any time, possibly with retroactive effect. The summary is not intended to be exhaustive.

~~Non-qualified stock options and SARs~~. A participant who receives a NQSO or SAR does not recognize taxable income upon the grant of the option or SAR, and the Company is not entitled to a tax deduction on the date of grant. The participant will recognize ordinary income upon the exercise of the option or SAR in an amount equal to the excess of the fair market value of the option or SAR shares on the exercise date over the option or SAR exercise price stated in the award. Such income will be treated as compensation to the participant subject to applicable tax withholding requirements. The Company generally is entitled to a tax deduction in an amount equal to the amount that is taxable to the participant as ordinary income in the year that the income is taxable to the participant. Any appreciation in value after the time of exercise will be taxable to the participant as capital gain and will not result in a deduction by the Company.

~~Incentive stock options~~. An employee who receives an incentive stock option does not recognize taxable income upon the grant or exercise of the option, and the Company is not entitled to a tax deduction on the date of grant. The difference between the option exercise price and the fair market value of the option shares on the date of exercise, however, will be treated as a tax

preference item for purposes of determining the alternative minimum tax liability, if any, of the employee in the year of exercise. The Company will not be entitled to a deduction with respect to any item of tax preference.

An employee will recognize gain or loss upon the disposition of shares acquired from the exercise of incentive stock options. The nature of the gain or loss depends on how long the option and the option shares were held. If the option shares are not disposed of pursuant to a disqualifying disposition, the employee will recognize long-term capital gain or capital loss depending on the selling price of the shares. A “disqualifying disposition” is a disposition that occurs within two years from the date the option was granted or one year from the date of option exercise. If option shares are sold or disposed of as part of a disqualifying disposition, the employee must recognize ordinary income in an amount equal to the lesser of the amount of gain recognized on the sale, or the difference between the fair market value of the option shares on the date of exercise and the option price. Any additional gain will be taxable to the employee as a long-term or short-term capital gain, depending on how long the shares were held after exercise of the option. The Company generally is entitled to a deduction in computing its federal income taxes for the year of disposition in an amount equal to any amount taxable to the employee as ordinary income.

~~Equity Compensation Plan Information~~

The following table gives information, as of December 31, 2014, about our common stock that may be issued upon the exercise of stock options, SSARs and other equity awards under all compensation plans under which equity securities are reserved for issuance.

Plan category Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(a) Weighted-
average
exercise price of
outstanding
options,
warrants
and rights
(b) Number of securities
remaining available
for
future issuance
under
equity compensation
plans (excluding
securities reflected
in
column (a))
(c)

Equity compensation plans approved by security holders⁽¹⁾ 4,973,386 $ 7.02 4,987,128 ⁽²⁾
Equity compensation plans not approved by security holders — — —
Total 4,973,386 $ 7.02 4,987,128 ⁽²⁾

~~(1)~~	This number includes 4,944,796 common shares that are subject to issuance upon the exercise of stock options/SSARs granted under the 2011 Incentive Plan, and 28,590 common shares that are subject to issuance upon the exercise of stock options pursuant to the Company’s 2005 Assumed Option and Restricted Stock Unit Plan. The weighted-average exercise price in column (b) of the table reflects all such options/SSARs.

~~(2)~~	These are shares available for grant as of December 31, 2014 under the 2011 Incentive Plan pursuant to which the Compensation Committee may make various stock-based awards. In addition to these shares, the following shares may become available for grant under the 2011 Incentive Plan and, to the extent such shares have become available as of December 31, 2014, they are included in the table as available for grant: shares covered by outstanding awards under the 2011 Incentive Plan that were forfeited or otherwise terminated.

SUBMISSION OF STOCKHOLDER PROPOSALS AND NOMINATIONS

Stockholders interested in submitting a proposal for inclusion in our proxy statement for the ~~2016~~2019 annual meeting must follow the procedures and meet the other requirements outlined in Rule 14a-8 of the Securities Exchange Act of 1934, and we must receive such proposal at our principal executive offices on or before ~~December 1, 2015.~~November 26, 2018. Article II of our By-Laws requires that we be given advance written notice of director nominations and other matters that aan eligible stockholder wishes to present for action at an annual meeting other than those ~~to be~~ included in our proxy statement pursuant to Rule 14a-8. To be timely, our Corporate Secretary must receive such notice at our principal executive offices not earlier than the close of business on January ~~13, 2016~~15, 2019 and not later than the close of business on February ~~12, 2016.~~14, 2019. Any such notice and accompanying proposal or director nomination also must be in proper form and meet the detailed disclosure and other requirements specified in Article II of our By-Laws.

Any proposals, notices or nominations must be sent to the Office of the Corporate Secretary, ACCO Brands Corporation, Four Corporate Drive, Lake Zurich, Illinois 60047. A copy of our By-laws is available upon written request to the Corporate Secretary at the address noted above, or may be accessed under the Investor Relations section of our website, www.accobrands.com. Additionally, a copy of our By-laws, which we included as an exhibit to our Current Report on Form 8-K filed with the SEC on ~~February 26, 2013,~~December 14, 2015, can be accessed through the SEC’s website at www.sec.gov.

MISCELLANEOUS

Cost of Soliciting Proxies

The Company will bear the expense of soliciting proxies for this meeting, including mailing costs of the Notice, except for some costs associated with individual ~~stockholders’~~stockholders' use of the Internet or telephone. In addition to solicitation by mail, directors, officers and other employees may also solicit proxies personally or by telephone or other means of electronic communication but will not receive specific compensation for any such solicitation. We may reimburse brokerage firms and others holding stock in their names or in names of nominees for their reasonable out-of-pocket expenses in sending proxy materials to principals and beneficial owners.

In addition to mailing copies of the Notice and mailing or making available the related proxy materials to stockholders, we will request that persons who hold stock in their names or custody, or in the name of nominees, for the benefit of others, to forward copies of these materials to the beneficial owners of our stock, and to request the authority to execute the proxies. Stockholders who do not intend to be present at the meeting are urged to send in their proxies without delay or vote their proxies by telephone or through the Internet. Your prompt response is greatly appreciated.

Multiple Stockholders Having the Same Address

We are sending only one Notice of Internet Availability of Proxy Materials or one Proxy Statement and Annual Report to the address of multiple stockholders unless we have received contrary instructions from any stockholder at that address. This practice, known as “householding,” reduces duplicate mailings, saving paper and reducing printing costs. Any stockholder residing at such an address who would like to receive an individual copy of the materials, or who is receiving multiple copies of our Proxy Statement and Annual Report and would prefer to receive a single copy in the future, may contact Broadridge, Householding Department by mail at 51 Mercedes Way, ~~Englewood,~~Edgewood, New York 11717 or by telephone at ~~(800) 542-1061.~~

(866) 540-7095.

Other Matters

The Company knows of no other matters to be submitted to the stockholders at the Annual Meeting. If any other matters properly come before the meeting, the people named in the ~~enclosed~~accompanying proxy will vote the shares they represent in accordance with the recommendation of the Board of Directors.

March ~~30, 2015~~26, 2018	By order of the Board of Directors



	Pamela R. Schneider
	Senior Vice President, General Counsel
	and Corporate Secretary

Financial and Other Information

The Company has made available to you its Annual Report, which can be accessed by following the instructions contained in the Notice of Internet Availability of Proxy Materials. The Annual Report contains the ~~Company’s~~Company's Annual Report on Form 10-K for the year ended December 31, ~~2014.~~2017. The ~~Company’s~~Company's Annual Report on Form 10-K for the year ended December 31, ~~2014~~2017 can also be accessed online at the Investor Relations section of the ~~Company’s~~Company's website at www.accobrands.com. The Annual Report and Proxy Statement are also available without charge by request made in writing to Ms. Jennifer Rice, Vice President-Investor Relations at ACCO Brands Corporation, Four Corporate Drive, Lake Zurich, IL 60047 or by telephone at (847) 796-4320. Additionally, the ~~Company’s~~Company's Audit Committee Charter, Compensation Committee Charter, Corporate Governance and Nominating Committee Charter, Finance and Planning Committee Charter, Executive Committee Charter, Code of Business Conduct and Ethics and Corporate Governance Principles are available without charge at the Investor Relations section of the ~~Company’s~~Company's website at www.accobrands.com or in print upon request by any stockholder to Ms. Rice at the address noted above.

~~ANNEX A~~

~~ACCO BRANDS CORPORATION~~

~~INCENTIVE PLAN~~

~~(As Amended and Restated Effective __________, 2015~~¹)

1. ~~Purpose~~. ~~This ACCO Brands Corporation Incentive Plan (the “Plan~~”) is an amendment and restatement of the 2011 Amended and Restated ACCO Brands Corporation Incentive Plan, as amended. The purpose of the Plan is to provide incentives linked to value creation for shareholders of ACCO Brands Corporation (“~~ACCO~~”) and the achievement of certain short-term and long-term strategic and financial goals through a variety of equity-based and cash Awards designed to attract, retain and motivate the best available Employees and Non-Employee Directors.

2. ~~Definitions~~.

~~(a) “Award~~” includes, without limitation, Stock Option (including Incentive Stock Option), Stock Appreciation Right, Performance Share, Performance Stock Unit, Dividend or Equivalent Right, Stock, Restricted Share, Restricted Stock Unit or Cash Awards or Other Incentive Awards, all on a standalone, combination or tandem basis, as described in or granted under the Plan.

~~(b) “Award Agreement~~” means an agreement or other writing, and any amendment or modification thereof (which agreement or other writing may be framed as a subplan, program, notification, statement, resolutions or other document and may be in electronic format), provided by ACCO to each Participant setting forth the terms and conditions of each Award made under the Plan.

~~(c) “Board” means the Board of Directors of ACCO.~~

~~(d) “Cash Award” has the meaning specified inSection 6(h)~~.

~~(e) “Cause~~” means if the Participant (i) is a participant in the Company’s Executive Severance Plan on the date of the Participant’s Separation from Service, the meaning ascribed to such term in the Executive Severance Plan as in effect on such date, or (ii) is not on the date of such Separation from Service a participant in the Company’s Executive Severance Plan, such definition as is specified in the Participant’s Award Agreement.

~~(f) “Change in Control” A “Change in Control” shall be deemed to have occurred if:~~

	(i) Any person (as that term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), of 30% or more of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of Directors (“~~Voting Securities~~”) of ACCO, excluding, however, any acquisition of Voting Securities: (A) directly from ACCO, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from ACCO, (B) by ACCO or a Subsidiary of ACCO, (C) by an employee benefit plan (or related trust) sponsored or maintained by ACCO or an entity controlled by ACCO, or (D) pursuant to a transaction that complies with clauses (A), (B) and (C) of ~~Section 2(f)(iii)~~;
	~~(ii) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board~~”) cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a Director subsequent to such Effective Date whose election, or nomination for election by ACCO’s stockholders, was approved by a vote of at least a majority of the Directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election or removal of the directors of ACCO or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board;
	(iii) ACCO shall be merged or consolidated with, or, in any transaction or series of transactions, substantially all of the business or assets of ACCO shall be sold or otherwise acquired by, another corporation or entity unless, as a result thereof, (A) the stockholders of ACCO immediately prior thereto shall beneficially own, directly or indirectly, at least 60% of the combined Voting Securities of the surviving, resulting or transferee corporation or entity (including, without limitation, a corporation that as a result of such transaction owns ACCO or all or substantially all of ACCO’s assets either directly or through one or more subsidiaries) (“~~Newco~~”) immediately thereafter in substantially the same proportions as their ownership immediately prior to such corporate transaction, (B) no person beneficially owns (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, and the rules and
	~~(iv) regulations promulgated thereunder), directly or indirectly, 30% or more, of the combined~~

¹~~Annual Meeting of stockholders is scheduled for May 12, 2015.~~

~~A-1~~


	Voting Securities of Newco immediately after such corporate transaction except to the extent that such ownership of ACCO existed prior to such corporate transaction and (C) more than 50% of the members of the board of directors of Newco shall be Incumbent Directors; or

~~(v) The stockholders of ACCO approve a complete liquidation or dissolution of ACCO.~~

~~(g) “Code” means the Internal Revenue Code of 1986, as amended from time to time.~~

~~(h) “Committee” means the Compensation Committee of the Board or such other committee of the Board as may be designated by the Board from time to time to administer the Plan.~~

~~(i) “Common Stock” means common stock, par value $.01 per share, of ACCO.~~

~~(j) “Company” means, collectively, ACCO and its Subsidiaries.~~

~~(k) “Covered Employee” means any Employee who is or is reasonably expected to be a “covered employee” under Section 162(m) of the Code.~~

~~(l) “Director” means a member of the Board.~~

~~(m) “Director Award” has the meaning specified inSection 6(j)~~.

~~(n) “Disability~~” means totally and permanently disabled as from time to time defined under the long-term disability plan of ACCO or a Subsidiary applicable to the Participant or, in the case in which there is no applicable plan, a total and permanent disability as defined in Section 22(e)(3) of the Code (or any successor Section); provided, however, that to the extent an amount payable under the Plan which constitutes a deferral of compensation pursuant to Section 409A would become payable upon Disability, “Disability” for purposes of such payment shall not be deemed to have occurred unless the disability also satisfies the requirements of Treasury Regulation Section 1.409A-3. Subject to the approval of the Committee, a different definition of Disability may be applicable to a Participant employed outside the United States who is subject to local disability laws and programs.

~~(o) “Dividend or Equivalent Rights” has the meaning specified inSection 6(f)~~.

~~(p) “Effective Date” has the meaning specified inSection 17~~.

~~(q) “Employee” means an employee of ACCO or a Subsidiary.~~

~~(r) “Exchange Act” means the Securities Exchange Act of 1934, as amended.~~

~~(s) “Fair Market Value~~” means the average of the high and low sales prices of a Share on the New York Stock Exchange, Inc. composite tape (or if Common Stock is not then traded on the New York Stock Exchange, on the stock exchange or over-the-counter market on which Common Stock is principally trading) on the date of measurement, and if there were no trades on such measurement date, on the first day on which a trade occurs next succeeding such measurement date.

~~(t) “Family Member” has the meaning specified inSection 9(a)~~.

~~(u) “Full Value Award~~” means an Award other than a Stock Option, Stock Appreciation Right or a Cash Award (or Other Incentive Award which serves a similar function to a Stock Option, Stock Appreciation Right or Cash Award).

~~(v) “Good Reason~~” shall mean, if the Participant (i) is a participant in the Company’s Executive Severance Plan on the date of the Participant’s Separation from Service, the meaning ascribed to such term in the Executive Severance Plan as in effect on such date, or (ii) is not on the date of such Separation from Service a participant in the Company’s Executive Severance Plan, such definition as may be specified in the Participant’s Award Agreement.

~~(w) “Incentive Stock Option” has the meaning specified inSection 6(b)~~.

~~(x) “Incumbent Board” has the meaning specified inSection 2(f)(ii)~~.

~~(y) “Newco” has the meaning specified inSection 2(f)(iii)~~.

~~(z) “Non-Employee Director” means a Director who is not an employee of ACCO or a Subsidiary.~~

~~(aa) “Other Incentive Award” has the meaning specified inSection 6(i)~~.

~~(bb) “Participant” means an Employee or Non-Employee Director who has been granted an Award under the Plan.~~

~~(cc) “Performance Criteria” has the meaning specified inSection 7(a)~~.

~~(dd) “Performance Period” means the period of time during which specified Performance Criteria are to be measured as determined in accordance withSection 7(a)~~.

~~(ee) “Performance Share” has the meaning specified inSection 6(d)~~.

~~(ff) “Performance Stock Unit” has the meaning specified inSection 6(e)~~.

~~(gg) “Plan” means this ACCO Brands Corporation Incentive Plan (including all amendments and restatements hereof prior to the Effective Date, and as may be amended after the Effective Date in accordance withSection 13~~).

~~(hh) “Plan Year” means a twelve-month period beginning with January 1 of each year.~~

~~(ii) “Previously-Acquired Shares” means shares of Common Stock acquired by the Participant or any beneficiary of the Participant other than pursuant to an Award under the Plan.~~

~~(jj) “Replaced Award” has the meaning specified inSection 12(a)~~.

~~(kk) “Replacement Award” has the meaning specified inSection 12(a)~~.

~~(ll) “Restriction Period~~” means a period of time beginning as of the date upon which an Award subject to restrictions or forfeiture provisions is granted pursuant to the Plan and ending as of the date upon which the Common Stock subject to such Award is no longer restricted or subject to forfeiture provisions.

~~A-2~~

~~(mm) “Restricted Share” has the meaning specified inSection 6(d)~~.

~~(nn) “Restricted Stock Unit” has the meaning specified inSection 6(e)~~.

~~(oo) “Retirement~~” means (i) the Participant’s termination of employment on or after attaining age 55 and completion of either (A) at least five years of service with the Company without a break in service (due to a termination of employment and re-employment) of more than one year or (B) at least five years of continuous service with the Company; provided, that Retirement shall not include a termination of employment due to the Participant’s violation of Company policies or dishonesty or other misconduct prejudicial to the Company, as determined in the discretion of the Committee, or (ii) retirement from service as a member of the Board by a Non-Employee Director after five or more years of service as a Non-Employee Director of ACCO (together with any prior service as an Employee).

~~(pp) “Section 162(m) Award” means an Award that is intended by the Committee to constitute “qualified performance-based compensation” under Section 162(m) of the Code and the regulations thereunder.~~

~~(qq) “Separation from Service” means a Participant’s separation from service from the Company and all members of the Company controlled group within the meaning of Treasury Regulation Sections 1.409A-1(g) and (h).~~

~~(rr) “Section 409A” means Section 409A of the Code including regulations or other official guidance issued with respect thereto.~~

~~(ss) “Stock Appreciation Right” has the meaning specified inSection 6(c)~~.

~~(tt) “Stock Award” has the meaning specified inSection 6(g)~~.

~~(uu) “Stock Option” has the meaning specified inSection 6(a)~~.

~~(vv) “Subsidiary~~” means any corporation, other than ACCO, in an unbroken chain of corporations beginning with ACCO, if each of the corporations other than the last corporation in the unbroken chain owns 50% or more of the voting stock in one of the other corporations in such chain, except that with respect to Incentive Stock Options, “Subsidiary” means “subsidiary corporation” as defined in Section 424(f) of the Code. For purposes of this definition of “Subsidiary”, references to a corporation and its voting stock shall also mean any other form of entity and its voting equity interests.

~~(ww) “Voting Securities” has the meaning specified inSection 2(f)(i)~~.

3. ~~Eligibility~~. ~~Any Employee selected by the Committee or Non-Employee Director selected by the Board is eligible to receive an Award.~~

4. ~~Plan Administration~~.

~~(a)~~ ~~Administration; Determinations~~. Except as otherwise determined by the Board, the Plan shall be administered by the Committee. The Committee shall be appointed by the Board, shall consist of three or more outside, independent members of the Board, and in the judgment of the Board, shall be qualified to administer the Plan as contemplated by (i) Rule 16b-3 of the Exchange Act (or any successor rule), (ii) Section 162(m) of the Code and the regulations thereunder (or any successor section and regulations), and (iii) any rules and regulations of the New York Stock Exchange (or such other stock exchange on which Common Stock is traded). The Committee shall have the power and authority to administer, construe and interpret the Plan, to make rules for carrying it out and to make changes in such rules, and to correct any defect, supply any omission and reconcile any inconsistency in the Plan. The Committee shall make determinations with respect to the participation of Employees in the Plan and, except as otherwise required by law or the Plan, the terms of Awards and Award Agreements, including vesting schedules, exercise prices, Performance Criteria, Performance Period, Restriction Period, option term, dividend rights, post-retirement and termination rights, payment alternatives such as cash, stock, contingent awards or other means of payment consistent with the purposes of the Plan, and such other terms and conditions as the Committee deems appropriate. The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among eligible persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated. Notwithstanding the foregoing provisions of this~~Section 4(a), Director Awards shall be governed by the Board in accordance withSection 6(j)~~ ~~and references to the Committee under the Plan shall, for all purposes respecting Director Awards, mean exclusively the Board.~~

~~(b)~~ ~~Authority; Indemnification~~. The Committee, by such action at a meeting thereof (or by written consent without a meeting) as is required under its charter, shall have authority to interpret and construe the provisions of the Plan and the Award Agreements, to decide all questions of fact arising in its application and to make all other determinations pursuant to any Plan provision or Award Agreement which shall be final and binding on all persons. To the extent deemed necessary or advisable for purposes of Section 16 of the Exchange Act or Section 162(m) of the Code, a member or members of the Committee may recuse himself or themselves from any action, in which case action taken by the majority of the remaining members shall constitute action by the Committee. To the extent deemed necessary or advisable for purposes of Section 16 of the Exchange Act or otherwise, the Board may act as the Committee hereunder. For purposes of the Plan, references to the Committee shall be deemed to refer to any subcommittee, subcommittees, or other persons or groups of persons to whom the Committee delegates authority pursuant to~~Section 4(c)~~. No member of the Committee shall be liable for any action or determination made in good faith, and the members of the Committee shall be entitled to indemnification and reimbursement in the manner provided in ACCO’s certificate of incorporation, by-laws, by agreement or otherwise, as may be amended from time to time.

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~~(c)~~ ~~Authorization of Officers~~. To the extent permitted under Delaware law, the Committee may, by a resolution adopted by the Committee, authorize one or more officers of ACCO to do one or more of the following: (i) designate officers and employees of the Company to be recipients of an Award under this Plan, (ii) determine the amount, terms, conditions, and form of any such Awards and (iii) take any other actions which the Committee is authorized to take under this Plan, including certain administrative, reporting and other similar actions; provided, however, that the resolution so authorizing such officer or officers shall specify the total number of shares of Common Stock or total amount of cash payable under such Awards which such officer or officers may so award. Notwithstanding the foregoing, the Committee shall not delegate to any person the authority to grant Awards to, or take other action with respect to, Participants who at the time of such Awards or action are subject to Section 16 of the Exchange Act or are Covered Employees. Further, the Committee shall not authorize an officer to designate himself or herself as a recipient of any such Awards.

5. ~~Common Stock Subject to the Provisions of the Plan and Certain Limitations and Conditions~~.

~~(a)~~ ~~Common Stock Subject to Awards.~~ The stock subject to the provisions of the Plan may be shares of authorized but unissued Common Stock, treasury shares of Common Stock held by ACCO or any Subsidiary, or shares of Common Stock acquired by ACCO through open market purchases or otherwise. Subject to adjustment in accordance with the provisions of~~Section 10~~, the total number of shares of Common Stock which may be issued under the Plan or with respect to which Awards may be granted, including Incentive Stock Options, shall not exceed the sum of 11,200,000 shares, plus the number of shares of Common Stock previously authorized by the stockholders for issuance under the Plan which, as of the Effective Date, have not been issued (or which were issued and returned to the Plan and available for reissuance in accordance with the terms of the Plan as in effect on the date so returned) or are not subject to an outstanding award under the Plan. Awards granted under the Plan on and after the Effective Date shall reduce the number of shares of Common Stock thereafter available for Awards on the basis of: (i) one share for each such share issued as an Award of Stock Options or Stock Appreciation Rights, or Other Incentive Awards which serve a similar function to Stock Options or Stock Appreciation Rights and (ii) 2.06 shares for each such share issued as a Full Value Award. To the extent shares of Common Stock subject to a Full Value Award again become available for issuance for reasons described in~~Section 5(c)~~, such shares of Common Stock shall be available for issuance as Full Value Awards (or as Stock Options or Stock Appreciation Rights, or Other Incentive Awards not constituting Full Value Awards, subject to the foregoing ratio).

~~(b)~~ ~~Award Limitations~~. Not more than 500,000 shares of Common Stock may be made subject to an Award or Awards of Stock Options (including Incentive Stock Options), and not more than 500,000 shares of Common Stock may be made subject to an Award or Awards of Stock Appreciation Rights, under the Plan annually to any Employee. Not more than 500,000 shares of Common Stock may be made subject to an Award or Awards of Performance Shares or Performance Stock Units, based on maximum performance thereunder, under the Plan annually to any Employee and not more than a maximum aggregate dollar value of $10,000,000 may be made subject to a performance-based Cash Award or Awards under the Plan annually to any Employee; provided, no Employee who is a Covered Employee for an applicable year shall receive a Cash Award or Awards under ACCO’s annual bonus plan, or respecting any other Performance Period of one Plan Year, that exceeds the lesser of (i) 50% of any annual incentive pool established by the Committee hereunder and (ii) $3,000,000. Not more than 750,000 shares of Common Stock may be made subject to an Award or Awards of Restricted Shares or Restricted Stock Units under the Plan annually to any Employee. The foregoing limitations on Stock Option, Stock Appreciation Right, Restricted Share, Restricted Stock Unit, Performance Share, Performance Stock Unit and performance-based Cash Awards shall be applied in a manner consistent with the requirements of Section 162(m) of the Code. The number of shares of Common Stock, and the limitations thereon, which may be issued pursuant to this~~Section 5(b)~~ ~~shall be subject to adjustment as provided inSection 10~~.

~~(c)~~ ~~Share Recycling and Limitations~~. Any shares of Common Stock that have been made subject to an Award that are not issued or are cancelled by reason of the failure to achieve applicable performance objectives under, or the forfeiture, termination, surrender, cancellation or expiration of, such Award shall again be available for Award and shall not be considered as having been theretofore made subject to Award. Shares of Common Stock shall not again be available for award if such shares are surrendered or withheld as payment of either the exercise price of a Stock Option or Stock Appreciation Right or of withholding taxes in respect of the exercise, settlement or payment of, or the lapse of restrictions with respect to, any Award, or are shares repurchased by the Company on the open market with the proceeds of a Stock Option exercise. The exercise or settlement of a Stock Appreciation Right shall reduce the shares of Common Stock available under the Plan by the total number of shares to which the exercise or settlement of the Stock Appreciation Right relates, not just the net amount of shares actually issued upon exercise or settlement. Awards settled solely in cash shall not reduce the number of shares of Common Stock available for issuance under the Plan. Any shares of Common Stock subject to a Stock Option (or part thereof) that is cancelled upon exercise of a tandem Stock Appreciation Right when settled wholly or partially in shares shall to the extent of such settlement in shares be treated as if the Stock Option itself had been exercised and such shares received in settlement of the Stock Appreciation Right shall no longer be available for Award.

~~(d)~~ ~~Assumed Awards~~. Shares of Common Stock issued in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by ACCO or any of its Subsidiaries shall not reduce the number of shares of Common Stock available under the Plan.

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~~(e)~~ ~~Term of Plan~~. No Award shall be made or granted under the Plan after the tenth anniversary of the Effective Date, but the duration of Awards granted on or before the tenth anniversary thereof may extend beyond such expiration. At the time an Award is granted or amended or the terms or conditions of an Award are changed, the Committee may provide for limitations or conditions on such Award. The terms of the Plan as in effect prior to the Effective Date shall govern all awards granted under the Plan prior to the Effective Date.

~~(f)~~ ~~One-Year Minimum Vesting~~. The period of continuous employment (or service as a Non-Employee Director) required for vesting under an Award of Stock Options, Stock Appreciation Rights, Performance Shares, Performance Stock Units, Restricted Shares, Restricted Stock Units, or other Stock Award shall not be less than one year, except (i) for Awards, in the aggregate, for such number of shares of Common Stock not exceeding 5% of the available shares for Award under the Plan on the Effective Date, (ii) as the Committee shall otherwise specify in the Award Agreement in the case of a termination of an Employee’s employment due to death or Disability, (iii) respecting options or other awards assumed by the Company pursuant to~~Section 5(d), or (iv) as otherwise may apply pursuant toSection 12~~ ~~in the event of a Change in Control.~~

~~(g)~~ ~~No Fractional Shares~~. No fractional shares of Common Stock shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash, Awards or other property shall be issued or paid in lieu of fractional shares or whether such fractional shares of Common Stock or any rights thereto shall be forfeited or otherwise eliminated.

~~(h)~~ ~~No Repricing. Notwithstanding the authority granted to the Committee pursuant toSection 4~~, the Committee shall have no authority to reduce the exercise price of any Stock Option (including any Incentive Stock Option) or any Stock Appreciation Right, nor may any Stock Option (including any Incentive Stock Option) or Stock Appreciation Right granted under the Plan be surrendered to ACCO for cancellation or exchanged for cash or as consideration for the grant of a new Stock Option or Stock Appreciation Right with a lower exercise price than the Stock Option or Stock Appreciation Right so surrendered or exchanged, without the approval of ACCO’s stockholders, and no repricing of a Stock Option or a Stock Appreciation Right shall be permitted without the approval of the Company’s stockholders if such approval otherwise is required under the rules of any stock exchange on which shares of Common Stock are listed, except pursuant to~~Section 10~~ ~~related to an adjustment in the number of shares of Common Stock.~~

~~(i)~~ ~~Cash Settlement. To the extent provided by the Committee, any Award may be settled in cash rather than Common Stock.~~

6. ~~Awards under the Plan~~. The following types of Awards may be granted by the Committee under the Plan, on a standalone, combination or tandem basis, on such terms and conditions as the Committee may determine except as otherwise provided in the Plan:

~~(a)~~ ~~Stock Option~~. A right to buy a specified number of shares of Common Stock at a fixed exercise price during a specified period of time; provided that the exercise price of any Stock Option shall not be less than 100% of the Fair Market Value of Common Stock on the date of grant of such Award. A Stock Option shall be exercisable in whole or in part from time to time during the period beginning at the completion of the required employment period, or service period for a Non-Employee Director, and the satisfaction of any performance objectives as specified, in the discretion of the Committee, in the Award Agreement, and ending at the expiration of seven years from the date of grant of the Option, unless an earlier expiration date shall be stated in the Award Agreement or the Stock Option shall cease to be exercisable pursuant to the terms of the Award Agreement. To the extent that a Stock Appreciation Right is exercised in whole or in part, a Stock Option (or part thereof) in respect of which such Stock Appreciation Right was granted shall terminate and cease to be exercisable. The period of required employment (or service as a Non-Employee Director) under an Award of Stock Options shall be determined by the Committee and set forth in the Award Agreement, but shall not be less than one year as provided in~~Section 5(f)~~.

~~(b)~~ ~~Incentive Stock Options~~. An Award in the form of a Stock Option intended to qualify as an incentive stock option under Section 422 of the Code and which shall comply with the requirements of Section 422 of the Code or any successor Section of the Code as it may be amended from time to time (including the $100,000 limitation thereunder) and otherwise satisfying the provisions of~~Section 6(a)~~.

~~(c)~~ ~~Stock Appreciation Right~~. A right to receive, during a specified period of time, the excess of the Fair Market Value of a share of Common Stock on the date that the Stock Appreciation Right is exercised over the Fair Market Value of a share of Common Stock on the date the Stock Appreciation Right was granted; provided that the exercise price of any Stock Appreciation Right shall not be less than 100% of the Fair Market Value of Common Stock on the date of grant of such Award. A Stock Appreciation Right shall be exercisable in whole or in part from time to time during the period beginning at the completion of the required employment period, or service period for a Non-Employee Director, and the satisfaction of any performance objectives as specified, in the discretion of the Committee, in the Award Agreement, and ending at the expiration of seven years from the date of grant of the Stock Appreciation Right, unless an earlier expiration date shall be stated in the Award Agreement or the Stock Appreciation Right shall cease to be exercisable pursuant to the terms of the Award Agreement. To the extent that a Stock Option is exercised in whole or in part, any Stock Appreciation Right that is granted in respect of such Stock Option (or part thereof) shall terminate and cease to be exercisable. The period of required employment (or service as a Non-Employee Director) under an Award of Stock Appreciation Rights shall be determined by the Committee and set forth in the Award Agreement, but shall not be less than one year as provided in~~Section 5(f)~~.

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~~(d)~~ ~~Restricted and Performance Share~~. A transfer of Common Stock to a Participant, subject to such restrictions on transfer or other incidents of ownership, in the case of Performance Shares, Performance Criteria (or other performance criteria) established pursuant to~~Section 7~~ ~~for such Performance Periods as the Committee may determine, but having a Restriction Period of not less than one year as provided inSection 5(f)~~ ~~and for Awards of Performance Shares a Performance Period of not less than one year.~~

~~(e)~~ ~~Restricted and Performance Stock Unit~~. A fixed or variable share denominated unit subject to such conditions of vesting, and time of payment, including in the case of Performance Stock Units Performance Criteria (or other performance criteria) established pursuant to~~Section 7~~ ~~for such Performance Periods as the Committee may determine, but having a vesting period of not less than one year as provided inSection 5(f)~~ and for Awards of Performance Stock Units a Performance Period of not less than one year, which Restricted Stock Units or Performance Stock Units are valued at the Committee’s discretion in whole or in part by reference to, or otherwise based on, the Fair Market Value of Common Stock and which may be paid in shares of Common Stock, cash or a combination of both.

~~(f)~~ ~~Dividends or Dividend Equivalent Rights~~. A right to receive dividends or their equivalent in value in Common Stock, cash or in a combination of both with respect to any new or previously existing Award. For purposes of Section 409A, unless the Committee shall otherwise determine, such rights to dividend equivalents shall be considered separate rights apart from the Award of Restricted Stock Units and Performance Stock Units to which they relate.

~~(g)~~ ~~Stock Award. An unrestricted transfer of ownership of shares of Common Stock.~~

~~(h)~~ ~~Cash Award. An award denominated in cash that may be earned pursuant to the achievement of Performance Criteria set forth inSection 7~~ ~~during the Performance Period determined by the Committee or that may be earned under ACCO’s annual bonus, multi-year bonus or other incentive or bonus plans established hereunder. Nothing in thisSection 6(h)~~ ~~shall preclude the Committee from granting Cash Awards, or from granting any cash incentive awards to any Employee outside of the Plan, that are intended not to constitute a Section 162(m) Award.~~

~~(i)~~ ~~Other Incentive Awards~~. An Award, other than a Stock Option (including an Incentive Stock Option), Stock Appreciation Right, Performance Share, Performance Stock Unit, Dividend, Dividend Equivalent Right, Stock, Restricted Share, Restricted Stock Unit, or Director Award, that is valued in whole or in part by reference to, or are otherwise based on, Common Stock or other factors which are related to or serve a similar function to those Awards set forth in this~~Section 6, including, but not limited to, Other Incentive Awards related to the establishment or acquisition by ACCO or any Subsidiary of a new or start-up business or facility.~~

~~(j)~~ ~~Director Awards~~. At such times and in such amounts as the Board may determine, the Board may, in its sole discretion, grant to Non-Employee Directors, a Director Award which may be an Award of Stock Options (other than Incentive Stock Options), Stock Appreciation Rights, Stock, Restricted Shares, Restricted Stock Units, a Cash Award or any combination thereof. The terms and conditions of Director Awards shall be as provided in the Award Agreement which shall be consistent with the provisions of this Plan. The Board shall have the exclusive authority to administer and interpret Director Awards and the Plan with respect to Director Awards.

7. ~~Performance-Based Awards~~.

~~(a)~~ ~~Performance Period; Performance Criteria~~. The Committee may from time to time, establish Performance Criteria with respect to an Award. The Performance Criteria or standards for an Award shall be determined by the Committee in writing, shall be measured for achievement or satisfaction during the Performance Period in which the Committee permitted such Participant to satisfy or achieve such Performance Criteria and may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated and may be based on or adjusted for any other objective goals, events, or occurrences established by the Committee, provided that such criteria or standards relate to one or more of the following: stock price; revenues; operating income; operating company contribution; cash flow; cash flow from operations; earnings before one or more of interest, taxes, depreciation and amortization; income from continuing operations; net asset turnover; net income; earnings per share; earnings per share from continuing operations; operating margin; return on equity, assets, net assets or net tangible assets; return on invested capital; return on capital employed; return on total capital; economic profit; gross profit; working capital efficiency; cost reductions; improvement in cost of goods sold; inventory sales ratio; return on sales; earnings growth; revenue growth; gross margin; total return to stockholders; debt, net debt; economic value added - or EVA® (net operating profit after tax minus the sum of capital multiplied by the cost of capital), leverage ratio, or the implementation or completion of critical projects, including acquisitions, divestitures, and other ventures, process improvements, attainment of other strategic objectives, including market penetration, geographic expansion, product development, innovation or research goals or the like. Such Performance Criteria may be particular to a line of business, Subsidiary or other unit or may be based on the performance of ACCO generally, and may, but need not, be based upon a change or an increase or position result. The Performance Criteria shall include a minimum performance standard below which no payment shall be made and a maximum performance standard above which no further amount of payment shall be made. Performance Periods may overlap and Participants may participate simultaneously with respect to performance-based Awards that are subject to different Performance Periods and different Performance Criteria.

~~(b)~~ ~~Section 162(m) Awards. The Committee may determine whether any Award under the Plan is intended to constitute a Section 162(m) Award. Any Awards intended to constitute Section 162(m) Awards shall be conditioned~~

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on the achievement of one or more Performance Criteria to the extent required by Section 162(m) of the Code and shall be subject to all other requirements of Section 162(m) of the Code. If any provision of an Award Agreement relating to an Award intended to constitute Section 162(m) Award does not satisfy such requirements, such provision shall be construed or deemed amended to the extent necessary to conform with such requirements. For Awards not intended to constitute Section 162(m) Awards, the Committee may establish such performance criteria as it deems appropriate.

~~(c)~~ ~~Adjustments; Negative Discretion; Certification~~. The Committee may at any time adjust the Performance Criteria and measurements applicable to performance-based Awards to take into account changes in law and accounting and tax rules and to make such adjustments as the Committee deems necessary or appropriate to reflect the inclusion or exclusion of the impact of extraordinary or unusual items, events or circumstances, provided that, to the extent that an Award is intended by the Committee to constitute a Section 162(m) Award, no adjustment shall be made which would result in an increase in the compensation of any Covered Employee for the applicable Performance Period. The Committee also may at any time adjust the Performance Criteria and measurements applicable to performance-based Awards and thereby reduce the amount to be received by any Participant pursuant to such Awards if and to the extent that the Committee deems it appropriate, provided that no such reduction shall be made on or after the date of a Change in Control. As soon as practicable after the end of the applicable Performance Period, the Committee shall certify as to the achievement or satisfaction of the applicable Performance Criteria pursuant to the Award.

8. ~~Award Agreements~~. ~~Each Award under the Plan shall be evidenced by an Award Agreement. Delivery of an Award Agreement to each Participant shall constitute an agreement, subject toSection 9~~ hereof, between ACCO and the Participant as to the terms and conditions of the Award. An Award Agreement, and any required signatures thereon or authorization or acceptance thereof, may be in electronic format.

9. ~~Other Terms and Conditions~~.

~~(a)~~ ~~No Assignment; Limited Transferability of Stock Options~~. No Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, except (i) by will or by the laws of descent and distribution and (ii) that a Stock Option (other than an Incentive Stock Option) may be transferred pursuant to a domestic relations order or by gift to a Family Member of the Participant to the extent permitted in the applicable Award. For the purpose of this provision, a “~~Family Member~~” shall have the meaning set forth in the General Instructions to Form S-8 Registration Statement under the Securities Act of 1933. Following transfer, any such Stock Options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for purposes of this~~Section 9(a),~~ the term “Participant” shall be deemed to refer to the transferee (except for the purposes of subsequent transfers by domestic relations order or gift of the Stock Option pursuant to clause (ii)). The provisions of the Stock Option relating to the period of exercisability and expiration of the Stock Option shall continue to be applied with respect to the original Participant, and the Stock Option shall be exercisable or received by the transferee only to the extent, and for the periods, set forth in said Stock Option. References in this~~Section 9(a)~~ ~~to a Stock Option also refer to any tandem Stock Appreciation Rights.~~

~~(b)~~ ~~Termination of Employment or Service~~. The disposition of each Award of Stock Options, Stock Appreciation Rights, Performance Shares, Performance Stock Units, Restricted Shares, Restricted Stock Units, or other Stock Award in the event of the termination of a Participant’s employment (or service as a Non-Employee Director) shall be determined by the Committee and set forth in the Award Agreement at the time of grant. Anything in the Plan to the contrary notwithstanding, the Committee is not authorized to waive or accelerate vesting or the lapse of restrictions under any such Award except upon the death or Disability of the Participant, or in accordance with~~Section 12~~ ~~upon the occurrence of a Change in Control of the Company.~~

~~(c)~~ ~~Death; Disability; Retirement~~. Except as otherwise determined by the Committee in the Award Agreement, or thereafter in the case of death or Disability, if a Participant’s employment with ACCO and its Subsidiaries or status as a Non-Employee Director terminates by reason of death, Disability or Retirement:

(i) The Participant’s Stock Options and Stock Appreciation Rights, to the extent then exercisable, shall continue to be exercisable for five years following such termination, but not after the expiration date stated in the Stock Option and Stock Appreciation Rights Award, and shall cease to be exercisable thereafter; provided, a Stock Option (other than an Incentive Stock Option) and a Stock Appreciation Right may be exercised within one year following the date of death even if later than such expiration date;

(ii) A prorated portion of each of the Participant’s Restricted Share Awards shall become unrestricted, and a prorated portion of each of the Participant’s Restricted Stock Unit Awards shall become nonforfeitable and payable, with such proration to be based on the portion of the Restriction Period elapsed through the date of such termination; as of such termination, the remaining portion of each such Award that does not become unrestricted or nonforfeitable pursuant to this ~~Section 9(c)(ii)~~ ~~shall be forfeited and terminate; and~~

(iii) Subject to the attainment of the Performance Criteria set forth in the Award, a prorated portion of the Performance Shares under each such Award shall become unrestricted, and a prorated portion of the Performance Stock Units under each such Award shall become nonforfeitable and payable, with such proration to be based on the portion of the Performance Period elapsed through the date of such termination; as of such termination,

~~the remaining portion of such Award that does not become unrestricted or nonforfeitable pursuant to this~~ ~~Section 9(c)(iii)~~ ~~shall be forfeited and terminate.~~

~~(d)~~ ~~Rights as a Stockholder~~. A Participant shall have no rights as a stockholder with respect to shares of Common Stock covered by an Award until the date the Participant or his nominee, guardian or legal representative is the holder of record; provided, however, that Participants holding Restricted Shares may exercise full voting rights with respect to those shares during the Restriction Period.

~~(e)~~ ~~Dividends and Dividend Equivalents~~. Rights to dividends and Dividend Equivalents may be extended to and made a part of any Award (other than Stock Options, Incentive Stock Options or Stock Appreciation Rights), subject to such terms, conditions and restrictions as the Committee may establish; provided, however, that in no event shall dividends or Dividend Equivalents, if any, credited with respect to performance-based Awards be payable prior to the payment, if any, of such performance-based Award.

~~(f)~~ ~~Payments by Participants. The Committee may determine that Awards for which a payment is due from a Participant (other than payments relative to withholding, which are addressed inSection 9(g)~~) may be payable: (i) in cash by personal check, bank draft, money order, other money transfers or direct account debits payable to the order of ACCO; (ii) through the delivery or deemed delivery based on attestation to the ownership of Previously-Acquired shares of Common Stock with a Fair Market Value equal to the total payment due from the Participant; (iii) through a simultaneous exercise of the Participant’s Award and sale of the shares thereby acquired pursuant to a brokerage arrangement approved in advance by the Committee to assure its conformity with the terms and conditions of the Plan; (iv) by a combination of the methods described in (i), (ii) and (iii) above; or (v) by such other methods as the Committee may deem appropriate.

~~(g)~~ ~~Tax Withholding~~. Except as otherwise provided by the Committee in the Award Agreement or otherwise (i) the deduction of withholding and any other taxes required by law shall be made from all amounts paid in cash, and (ii) in the case of the exercise of Stock Options or payments of Awards in shares of Common Stock, the Participant shall be required to pay the amount of any taxes required to be withheld in cash prior to receipt of such stock, or alternatively, ACCO may require or permit the Participant to elect to have withheld a number of shares, or deliver such number of Previously-Acquired shares of Common Stock, the Fair Market Value of which equals the minimum statutory withholding tax required be withheld from the shares to be received upon such exercise or payment.

~~(h)~~ ~~Deferrals~~. To the extent provided by the Committee in the Award Agreement or otherwise, a right to receive Common Stock or a fixed or variable share denominated unit Award granted under the Plan, or under any deferred compensation or similar plan established from time to time by ACCO, may provide for the mandatory or elective deferral of the delivery of shares of Common Stock or the payment of cash. The Committee shall establish rules and procedures relating to any such deferrals and the payment of any withholding tax with respect thereto. Any such deferral and payment of an Award shall be made at such time (or times) and on such basis as satisfies the provisions of Section 409A.

~~(i)~~ ~~Other Restrictions, Limitations; Cancellation and Clawback~~.

(i) All Awards made under the Plan, and shares of Common Stock issued thereunder, shall be subject to any other compensation deduction, cancellation, clawback or recoupment policies that are approved by the Board or the Committee (whether approved prior to, on or after the Effective Date or the date of the Award) as such policies may be applicable to a Participant from time to time, or as may be required to be made pursuant to any applicable currently effective or subsequently adopted law, government regulation or stock exchange listing requirement or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement which provides for such deduction, cancellation, clawback or recovery. The Committee may legend the certificates issued in connection with an Award to give appropriate notice of any such restrictions.

(ii) The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, clawback or recoupment, upon the occurrence of certain specified events or circumstances in addition to any otherwise applicable vesting, performance conditions or delayed or deferred payment or holding period requirements of an Award. Such events may include, but shall not be limited to, (a) termination of employment for cause, (b) fraudulent, illegal or other misconduct, (c) violation of any ACCO and/or Subsidiary code of ethics, conflict of interest, insider trading or similar policy or code of conduct applicable to the Participant, (d) breach of any noncompetition, nonsolicitation, confidentiality, or other restrictive covenant that may apply to the Participant, (e) other conduct by the Participant that is detrimental to the business or reputation of ACCO and/or its Subsidiaries or (f) requirements of applicable laws, rules or regulations.

~~(j)~~ ~~Section 409A~~. The Plan is intended to comply and shall be administered in a manner that is intended to comply with Section 409A and shall be construed and interpreted in accordance with such intent. To the extent that an Award or the payment, settlement or deferral thereof is subject to Section 409A, the Award shall be granted, paid, settled or deferred in a manner that will comply with Section 409A, except as otherwise determined by the Committee. Any provision of the Plan that would cause the grant of an Award or the payment, settlement or deferral thereof to fail to satisfy Section 409A shall be amended to comply with Section 409A on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A. In the case of amounts not intended to be deferrals of compensation

subject to Section 409A, payment or settlement of amounts under such Awards shall occur not later than March 15 of the taxable year of ACCO following the taxable year of ACCO in which the Participant’s right to payment or settlement is not subject to a substantial risk of forfeiture (within the meaning of Section 409A). In the case of amounts intended to be deferrals of compensation subject to Section 409A, the initial deferral election shall be made and become irrevocable not later than December 31 of the taxable year of ACCO immediately preceding the year in which the Participant first performs services related to such compensation, provided that the timing of such initial deferral election may be later as provided in Section 409A with respect to initial participation in the Plan and for “performance-based compensation” as defined under Section 409A. If an amount payable under an Award as a result of the Separation from Service (other than due to death) occurring while the Participant is a “specified employee” constitutes a deferral of compensation subject to Section 409A, then payment of such amount shall not occur until six (6) months and a day after the date of the Participant’s Separation from Service except as permitted under Section 409A.

~~(k)~~ ~~Uncertificated Shares~~. To the extent that the Plan provides for issuance of certificates to reflect the transfer of shares of Common Stock, the transfer of such shares may be affected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.

~~10.~~ ~~Adjustment~~. ~~The aggregate number of shares of Common Stock as to which Awards may be granted to Participants, the number of shares of Common Stock set forth in the limitations inSections 5(b)~~, the number of shares of Common Stock covered by each outstanding Award, and the exercise price per share of Common Stock in each such Award and the terms and conditions of outstanding Awards, shall all be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares or other capital adjustment, or the payment of a stock dividend or other increase or decrease in such shares, effected without receipt of consideration by ACCO, or other change in corporate or capital structure; provided, however, that any fractional shares resulting from any such adjustment shall be eliminated. The Committee may also make the foregoing changes and any other changes, including changes in the classes of securities available, to the extent it is deemed necessary or desirable to preserve the intended benefits of the Plan and Awards hereunder for ACCO and the Participants in the event of any other reorganization, recapitalization, merger, consolidation, spin-off, extraordinary dividend or other distribution or similar transaction.

~~11.~~ ~~Rights as Employees or Directors~~. No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of or as a Director of ACCO or a Subsidiary. Further, ACCO and each Subsidiary expressly reserve the right at any time to dismiss a Participant free from any liability, or any claim under the Plan, except as provided herein or in any Award Agreement issued hereunder.

~~12.~~ ~~Change in Control~~. ~~Notwithstanding anything contained in the Plan to the contrary, the provisions of thisSection 12~~ ~~shall apply in the event of a Change in Control.~~

~~(a)~~ ~~Replacement Awards; No Immediate Vesting~~.

	~~(i) An Award shall not vest upon the occurrence of a Change in Control and shall continue to the extent qualifying as a Replacement Award.~~
	~~(ii) A “Replacement Award” includes an outstanding Award that continues upon and after the occurrence of a Change in Control and an Award provided to a Participant pursuant to~~ ~~Section 10~~ ~~in replacement of an outstanding Award (such replaced Award, a “Replaced Award”) in connection with a Change in Control that satisfies the following conditions:~~

	~~(A) It has a value at least equal to the value of the Replaced Award;~~
	(B) It relates to publicly traded equity securities of ACCO or its successor in the Change in Control or another entity that is affiliated with ACCO or its successor following the Change in Control;
	(C) Its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control); and

(D) Upon an involuntary Separation from Service of a Participant by the Company other than for Cause (and not due to Disability), or a voluntary Separation from Service by the Participant for Good Reason (if applicable), occurring on or during the period of twenty-four (24) months after the Change in Control, the Replacement Award, to the extent not vested and unrestricted as of such Separation from Service, shall become fully vested and (if applicable) exercisable and free of restrictions.

	~~The Committee, as constituted immediately before the Change in Control, shall have the discretion to determine whether the conditions of thisSection 12(a)(ii)~~ ~~are satisfied.~~
	~~(b)~~ ~~Vesting if No Replacement Award. To the extent that a Replacement Award is not provided to the Participant, upon the occurrence of a Change in Control:~~
	~~(i) Any and all Stock Options and Stock Appreciation Rights granted hereunder shall become immediately exercisable;~~

~~A-9~~

(ii) Any restrictions imposed on Restricted Shares shall lapse and become freely transferable, and all Restricted Stock Units shall become fully vested and in full settlement of such Awards paid out in cash, or in the discretion of the Committee, shares of Common Stock with a Fair Market Value equal to the amount of such cash; and

(iii) The payout opportunities attainable at target or, if greater, in the amount determined by the Committee to have been earned thereunder based on performance through the date of the Change in Control, under all outstanding Awards of Performance Stock Units, Performance Shares, Cash Awards and Other Incentive Awards and shall be deemed to have been earned for the entire Performance Period(s) as of the effective date of the Change in Control. The vesting of all such earned Awards shall be accelerated as of the effective date of the Change in Control, and in full settlement of such Awards, there shall be paid out in cash, or in the discretion of the Committee, shares of Common Stock with a Fair Market Value equal to the amount of such cash.

~~The foregoing provisions of thisSection 12(b)~~ shall apply, and a Participant’s outstanding Awards shall not become Replacement Awards, upon the occurrence of a Change in Control following an involuntary Separation from Service of the Participant by the Company other than for Cause (and not due to Disability), or a voluntary Separation from Service for Good Reason by the Participant (if applicable), occurring (x) at the request of a third party who was taking steps reasonably calculated to effect such Change in Control or (y) otherwise in contemplation of and within 180 days before such Change in Control.

~~13.~~ ~~Amendments, Modification and Termination~~. The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part, subject to any requirement of stockholder approval imposed by applicable law, rule or regulation or any stock exchange listing requirement. No termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award.

~~14.~~ ~~Governing Law~~. To the extent that federal laws do not otherwise control, the Plan and all Award Agreements hereunder shall be construed in accordance with and governed by the law of the State of Delaware, provided, however, that in the event ACCO’s state of incorporation shall be changed, then the law of the new state of incorporation shall govern.

~~15.~~ ~~Securities Law Restrictions~~. An Award may not be exercised or settled and no shares of Common Stock may be issued in connection with an Award unless the issuance of such shares (i) has been registered under the Securities Act of 1933, as amended, (ii) has qualified under applicable state “blue sky” laws (or ACCO has determined that an exemption from registration and from qualification under such state “blue sky” laws is available) and (iii) complies with all applicable laws, rules and regulations, including all foreign securities laws. The Committee may require each Participant purchasing or acquiring shares of Common Stock pursuant to an Award under the Plan to represent to and agree with ACCO in writing that such Participant is acquiring the shares for investment purposes and not with a view to the distribution thereof. All certificates for shares of Common Stock delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any exchange upon which shares of Common Stock are then listed, and any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

~~16.~~ ~~Foreign Awards~~. ~~The Committee or its delegate authorized pursuant toSection 4~~ may grant Awards to Employees who are domiciled or resident outside the United States, or otherwise subject to the tax laws of nations other than the United States, which Awards may have terms and conditions that differ from the terms thereof as provided elsewhere in the

Plan for the purpose of complying with such other nations’ laws, rules and regulations (including compliance to avoid adverse tax consequences to the Employee thereunder). The authority granted under this~~Section 16~~ shall include the discretion for the Committee to adopt, on behalf of the Company, one or more sub-plans applicable to separate classes of Employees who are subject to the laws of jurisdictions outside of the United States.

~~17.~~ ~~Effective Date~~. The Plan was originally approved by the Board on August 3, 2005 and approved by the stockholders of ACCO on August 8, 2005. The Plan was amended and restated and approved by the stockholders of ACCO on May 25, 2006 and subsequently amended on May 13, 2008 and on February 20, 2010. The Plan was subsequently amended and restated and approved by the stockholders of ACCO on May 17, 2011 and subsequently amended effective May 1, 2012 and again on March 5, 2014. The Board approved this amendment and restatement of the Plan on March 24, 2015, subject to the approval by the stockholders of ACCO at the 2015 Annual Meeting of Stockholders. This Amended and Restated Plan shall become effective on the date of such stockholder approval (the “~~Effective Date”).~~²


²~~Effective date to be the date of the Annual Meeting of Stockholders scheduled for May 12, 2015.~~

Parking Facility and Driving Directions

~~ACCO Brands Corporation~~

~~Annual Meeting of Stockholders~~

~~May 12, 2015 10:30 a.m.~~

~~Meeting Location Address~~

~~Kemper Lakes Business Center~~
~~Three Corporate Drive~~
~~Lake Zurich, IL 60047~~
~~Tel: 847.796.4340~~

~~Parking~~

~~Self-parking is available~~

Directions from Downtown Chicago to Kemper Lakes

Take I-90/94 north toward Milwaukee

Slight left onto I-90 Kennedy Expressway to O'Hare

Take exit onto I-294 north/Tri-state Tollway towards Milwaukee

Continue onto I-94 to IL-22/Half Day Road exit

Continue west on IL-22 for approx. 8 miles

Turn right onto Corporate Drive

(First stoplight west of Old McHenry Road)

Directions from North to Kemper Lakes

Take I-94 south toward Chicago/Indiana

Exit Half Day Road/IL-22 west for approx. 8 miles

Turn right onto Corporate Drive

From West to Kemper Lakes

Take I-90 east to Chicago

Take IL-59 north for approx. 10 miles

Turn right onto IL-22/Half Day Road for approx. 5 miles

Turn left onto Corporate Drive

From South to Kemper Lakes

Take I-355 north to northwest suburbs

Merge onto I-290 west

Continue onto IL-53 north

Take Lake Cook Road exit west

Turn right onto US 12/Rand Road

Turn right onto Quentin Road

Turn right onto IL-22 east for approx. 1 mile

Turn left onto Corporate Drive

ACCO Brands Corporation

Annual Meeting of Stockholders

May 15, 2018 10:30 a.m.

Meeting Location Address

Kemper Lakes Business Center

Three Corporate Drive

Lake Zurich, IL 60047

Tel: 847.796.4340

Parking

Self-parking is available

ACCO BRANDS CORPORATION

FOUR CORPORATE DRIVE

LAKE ZURICH, IL 60047

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on 5/14/2018. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on 5/14/2018. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge,

51 Mercedes Way, Edgewood, NY 11717.


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E43451-P04603-Z71968	KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

ACCO BRANDS CORPORATION

~~Take I-90/94 north toward Milwaukee~~
~~Slight left onto I-90 Kennedy Expressway to O’Hare~~	The Board of Directors recommends you vote FOR the following director nominees:
~~Take exit onto I-294 north/Tri-state Tollway towards Milwaukee~~
~~Continue onto I-94 to IL-22/Half Day Road exit~~
~~Continue west on IL-22 for approx. 8 miles~~
~~Turn right onto Corporate Drive~~
~~(First stoplight west of Old McHenry Road)~~

~~Directions from North to Kemper Lakes~~	1.	Election of Directors

~~Take I-94 south toward Chicago/Indiana~~
~~Exit Half Day Road/IL-22 west for approx. 8 miles~~		Nominees:		For	Against	Abstain
~~Turn right onto Corporate Drive~~

~~From West to Kemper Lakes~~		1a.	James A. Buzzard	☐	☐	☐	The Board of Directors recommends you vote FOR proposals 2 and 3.		For	Against	Abstain

		1b.	Kathleen S. Dvorak	☐	☐	☐	2.	The ratification of the selection of KPMG LLP as our independent registered public accounting firm for 2018.	☐	☐	☐

		1c.	Boris Elisman	☐	☐	☐	3.	The approval, by non-binding advisory vote, of the compensation of our named executive officers.	☐	☐	☐

		1d.	Pradeep Jotwani	☐	☐	☐	NOTE: To transact such other business as may properly come before the meeting or any adjournment thereof.

~~Take I-90 east to Chicago~~
~~Take IL-59 north for approx. 10 miles~~
~~Turn right onto IL-22/Half Day Road for approx. 5 miles~~		1e.	Robert J. Keller	☐	☐	☐
~~Turn left onto Corporate Drive~~
		1f.	Thomas Kroeger	☐	☐	☐

		1g.	Ron Lombardi	☐	☐	☐

		1h.	Graciela Monteagudo	☐	☐	☐

~~From South to Kemper Lakes~~		1i.	Hans Michael Norkus	☐	☐	☐

~~Take I-355 north to northwest suburbs~~
~~Merge onto I-290 west~~		1j.	E. Mark Rajkowski	☐	☐	☐
~~Continue onto IL-53 north~~
~~Take Lake Cook Road exit west~~	Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
~~Turn right onto US 12/Rand Road~~
~~Turn right onto Quentin Road~~
~~Turn right onto IL-22 east for approx. 1 mile~~ ~~Turn left onto Corporate Drive~~	Signature [PLEASE SIGN WITHIN BOX]			Date				Signature (Joint Owners)	Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

E43452-P04603-Z71968

ACCO BRANDS CORPORATION

Annual Meeting of Stockholders
May 15, 2018 10:30 AM

This proxy is solicited by the Board of Directors

The stockholder(s) hereby appoint(s) Neal V. Fenwick, Kathleen D. Schnaedter and Pamela R. Schneider, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of ACCO Brands Corporation that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:30 AM, CDT on May 15, 2018, at the Kemper Lakes Business Center, Three Corporate Drive, Lake Zurich, Illinois 60047.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE BUT THIS CARD IS SIGNED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS, FOR PROPOSAL 2 AND PROPOSAL 3, AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.

Continued and to be signed on reverse side


	Item 4:	~~To approve the ACCO Brands Corporation Incentive Plan; and~~

	~~Item 5:~~	To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.


~~PROXY STATEMENT - HIGHLIGHTS~~ This summary highlights certain information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider. You should read the entire Proxy Statement carefully before voting. ~~ACCO Brands Corporation Annual Meeting of Stockholders~~

	~~Time and Date:~~		~~10:30 a.m. Central Time on Tuesday, May 12, 2015~~
	~~Place:~~		~~Kemper Lakes Business Center, Three Corporate Drive, Lake Zurich, Illinois 60047~~
	~~Record Date:~~		~~March 13, 2015~~

~~Proposals to be Voted on and Board Voting Recommendations~~

~~Proposals~~					~~Board~~ ~~Recommendations~~		~~Page No.~~

Item 1		Election of ten directors		FOR each nominee	4

Item 2		Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal ~~2015~~	2018	FOR	17	20

Item 3		~~“Say-on-pay”~~"Say-on-pay" advisory vote on the compensation of our named executive officers			FOR		51

~~Item 4~~		~~Approval of the ACCO Brands Corporation Incentive Plan~~			~~FOR~~		52
								53

	◦
	~~Corporate Governance~~

	~~Board of Directors and Committees~~
	•	~~Declassified Board of Directors - all directors elected annually~~
	•	~~Separate Chairman, Chief Executive Officer (“CEO”) and Presiding Independent Director roles~~
	•	~~80% of our directors are independent~~
	•	~~Fully independent Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee~~
	•	~~Executive sessions of independent directors held at each regularly scheduled board meeting~~
	•	~~All directors attended over 75% of Board and committee meetings held in 2014~~
	•	~~All Audit Committee members are “audit committee financial experts”~~

	~~Stockholder Interests~~
	•	~~All directors and executive officers have met or are~~Multi-year vesting requirements on ~~track to meet stock ownership guidelines~~
	•	~~Annual advisory vote to ratify independent auditors~~
	•	~~Hedging, pledging and short sales of company stock are prohibited~~

	~~Executive Compensation~~

	~~Boris Elisman, CEO~~
	~~Fiscal 2014 Total Realized Compensation~~
	•	~~2014 Base Salary - $746,721~~
	•	~~2014 Annual Incentive Plan Payout - $665,502~~
	•	~~Long-Term Incentive Payout from 2012-2014 Performance Stock Unit Award - $1,311,352~~

	~~Compensation Highlights~~
	•	~~79% of CEO target compensation is at-risk based on financial performance measures or stock price appreciation~~
	•	~~No executive employment agreements or individual change-in-control agreements~~
	•	~~Clawback and recoupment policy~~
	•	~~Say-on-pay proposal in 2014 was approved by 94.5% of the stockholders voting at the meeting~~
	•	~~Independent compensation consultant~~

Filed by a Party other than the Registrant	☐
~~Check the appropriate box:~~

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14c-6(e)(2))


~~Payment of Filing Fee (Check the appropriate box)~~

☒	No fee required.


(2)		Aggregate number of securities to which transaction applies:


(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


	Item 1:	To elect ten directors identified in this Proxy Statement for a term expiring at the ~~2016~~2019 Annual Meeting;


	Item 2:	To ratify the selection of KPMG LLP as our independent registered public accounting firm for ~~2015;~~2018;


	Item 3:	To approve, by non-binding advisory vote, the compensation of our named executive officers; and

	•	~~Annual compensation risk assessment~~
	•	~~Three-year performance period for performance stock units~~
	•	~~Double-trigger change-in-control provisions in executive severance plan~~
	•	~~Double-trigger change-in-control vesting for long-term~~ equity ~~awards~~


Name	Fees Earned or Paid in Cash ($)			Stock Awards⁽¹⁾ ($)		All Other Compensation⁽²⁾ ($)		Total ($)
George V. Bayly		90,000			90,000		—		180,000
James A. Buzzard		90,000			90,000		—		180,000
Kathleen S. Dvorak		110,000			90,000		—		200,000
Robert H. Jenkins		105,743			90,000		5,000		200,743
Pradeep Jotwani⁽³⁾		71,000			104,055		—		175,055
Robert J. Keller		380,000	⁽⁴⁾		—		36,453		416,453
Thomas Kroeger		105,000			90,000		5,000		200,000
Michael Norkus		100,000			90,000		1,000		191,000
E. Mark Rajkowski		100,000			90,000		2,500		192,500
Sheila G. Talton⁽⁵⁾		90,000			90,000		5,000		185,000


Name	Restricted Stock Units (RSUs)		Performance Stock Units (PSUs)^(a)		Stock Options/SSARs
George V. Bayly		8,746		—		—
James A. Buzzard		8,746		—		—
Kathleen S. Dvorak		36,566		—		—
Robert H. Jenkins		8,746		—		—
Pradeep Jotwani		17,215		—		—
Robert J. Keller		601,755		125,931		549,975
Thomas Kroeger		8,746		—		—
Michael Norkus		23,598		—		—
E. Mark Rajkowski		23,598		—		—
Sheila G. Talton		36,566		—		—

(a) Represents total number of PSUs at target level of achievement.


Beneficial Ownership

Name	Number of Shares			Number of Shares Subject to Options and SSARs⁽¹⁾		Number of Shares Subject to RSUs⁽²⁾		Total		Percent
Wellington Management Group, LLP 280 Congress St. Boston, MA 02210⁽³⁾		15,304,383			—		—		15,304,383		13.6	%
BlackRock, Inc.		6,300,972			—		—		6,300,972		5.6	%
55 East 52nd St
New York, NY 10022⁽⁴⁾
Wells Fargo & Company		6,798,383			—		—		6,798,383		6.1	%
420 Montgomery St.
San Francisco, CA 94104⁽⁵⁾
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355⁽⁶⁾		6,715,059			—		—		6,715,059		6.0	%

George V. Bayly		80,669			—		8,746		89,415			*
James A. Buzzard		67,036			—		8,746		75,782			*
Kathleen S. Dvorak		18,478			—		36,566		55,044			*
Boris Elisman⁽⁷⁾		192,868			362,836		—		555,704			*
Robert H. Jenkins		84,680			—		8,746		93,426			*
Pradeep Jotwani		—			—		17,215		17,215			*
Robert J. Keller⁽⁷⁾		623,125			503,048		—		1,126,173		1.0	%
Thomas Kroeger⁽⁸⁾		40,008			—		8,746		48,754			*
Michael Norkus		91,208	⁽⁹⁾		—		23,598		114,806			*
E. Mark Rajkowski⁽¹⁰⁾		58,169			—		23,598		81,767			*
Neal V. Fenwick⁽¹¹⁾		259,178			231,919		—		491,097			*
Christopher M. Franey⁽⁷⁾		65,323			214,700		—		280,023			*
Neil A. McLachlan		38,416			82,516		—		120,932			*
Thomas W. Tedford		55,418			105,024		—		160,442			*
All directors and executive officers as a group (19 persons)⁽⁷⁾		1,909,992			1,786,001		135,961		3,831,954		3.4	%


Cumulative Total Return
	12/31/13		12/31/14		Percentage of Change
ACCO Brands Corporation	$	100.00	$	134.08		34.08	%
Russell 2000		100.00		104.89		4.89	%
S&P Office Services and Supplies		100.00		104.75		4.75	%
(SuperCap1500)


Name	Base Salary on 1/1/2014 ($)		Base Salary Change Effective Date		New Base Salary ($)		% Change
Boris Elisman		$700,000		06/30/14		$735,000		5.0%
Neal V. Fenwick		$475,000		06/30/14		$490,000		3.2%
Thomas W. Tedford		$435,000		06/30/14		$450,000		3.4%
Neil A. McLachlan		$455,000		06/30/14		$475,000		4.4%
Christopher M. Franey		$435,000		06/30/14		$440,000		1.1%


Name	ACCO Brands Adjusted Operating Income		ACCO Brands Working Capital Efficiency		ACCO Brands Net Sales		Business Unit Adjusted Operating Income		Business Unit Working Capital Efficiency		Business Unit Net Sales
Boris Elisman		70%		15%		15%
Neal V. Fenwick		70%		15%		15%
Thomas W. Tedford		50%						35%		15%
Neil A. McLachlan		50%						20%		15%		15%
Christopher M. Franey		50%						30%				20%

			2012⁽¹⁾								2013⁽¹⁾		2014
Executive Officer	Total PSUs Granted		50% Revenue (0% Payout)		25% DSI (50% Payout)		25% DSO (150% Payout)		50% Mead C&OP EBITDA (92.2% Payout)		100% Cash Flow (121.5% Payout)		100% Cash Flow (120.1% Payout)		Total PSUs Earned		Total Actual as % of PSUs Granted
Boris Elisman		55,916		0		2,330		6,990				22,647		22,385		54,352		97.2	%
Neal V. Fenwick		33,550		0		1,398		4,194				13,589		13,430		32,611		97.2	%
Thomas W. Tedford		23,810		0		992		2,976				9,644		9,532		23,144		97.2	%
Neil A. McLachlan		40,297		0						6,193		16,322		16,132		38,647		95.9	%
Christopher M. Franey		36,075		0		1,504		4,511				14,610		14,441		35,066		97.2	%

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)

Name	Year	Salary ($)	Bonus⁽¹⁾ ($)	Stock Awards⁽²⁾ ($)	Option Awards⁽³⁾ ($)	Non- Equity Incentive⁽⁴⁾ ($)	Change in Pension Value⁽⁵⁾ ($)	All Other Comp⁽⁶⁾ ($)	Total ($)
Boris Elisman	2014	716,827	—	2,058,695	790,450	665,502	22,000	29,894	4,283,368

President and Chief	2013	656,923	—	1,752,960	630,101	101,183	—	29,475	3,170,642
Executive Officer	2012	535,962	—	938,758	250,655	39,466	16,000	79,462	1,860,303
Neal V. Fenwick	2014	482,212	—	566,142	217,375	264,541	537,878	37,928	2,106,076

Executive Vice President and	2013	469,808	—	667,797	240,041	46,417	513,302	36,525	1,973,890
Chief Financial Officer	2012	460,962	95,000	650,899	150,394	40,900	804,229	173,315	2,375,699
Thomas W. Tedford	2014	442,212	—	514,680	197,612	281,976	—	13,594	1,450,074

Executive Vice President; President, ACCO Brands	2013	429,808	—	469,546	168,777	89,679	—	13,175	1,170,985
U.S. Office and Consumer Products	2012	420,962	82,150	399,736	106,732	30,334	—	12,950	1,052,864
Neil A. McLachlan⁽⁷⁾	2014	464,615	—	514,680	197,612	197,206	—	15,376	1,389,489

Executive Vice President;	2013	449,808	—	521,713	187,532	90,052	—	14,868	1,263,973
President, ACCO Brands International	2012	289,250	—	1,261,246	148,744	267,556	—	12,474	1,979,270
Christopher M. Franey	2014	437,404	—	308,809	118,569	140,450	—	233,817	1,239,049

Executive Vice President;	2013	429,808	—	469,546	168,777	68,726	—	268,663	1,405,520
President, Computer Products Group	2012	420,962	54,750	605,652	161,716	58,845	—	230,261	1,532,186

Name	Automobile Allowance ($)		Company Contributions to Defined Contribution Plans^(a) ($)		Tax Gross Ups, Tax Equalization, Expatriate Assignment, and Relocation Expenses^(b)		Miscellaneous Perquisites^(c) ($)		Total ($)
Mr. Elisman		13,992		11,700		—		4,202		29,894
Mr. Fenwick		13,992		11,700		—		12,236		37,928
Mr. Tedford		—		11,700		—		1,894		13,594
Mr. McLachlan		—		11,700		—		3,676		15,376
Mr. Franey		13,992		11,700		202,529		5,596		233,817

														All Other		All Other				Grant
														Stock		Option		Exercise		Date Fair
														Awards:		Awards:		or Base		Value of
		Estimated Future Payouts under						Estimated Future Payouts under						Number		Number of		Price of		Stock and
	Grant	Non-Equity Incentive Plan Awards⁽¹⁾						Equity Incentive Plan Awards⁽²⁾						of Shares		Securities		Option		Option
	Date of	Threshold		Target		Maximum		Threshold		Target		Maximum		of Stock		Underlying		Awards		Awards
Name	Awards	($)		($)		($)		(#)		(#)		(#)		or Units⁽³⁾		Options⁽⁴⁾		($/Share)⁽⁵⁾		($)⁽⁶⁾
Boris Elisman	03/05/14		—		808,500		1,212,750														—
	03/05/14								119,096		238,191		357,287								1,457,729
	03/05/14														98,197						600,966
	03/05/14																294,944		6.12		790,450
Neal V. Fenwick	03/05/14		—		318,500		477,750														—
	03/05/14								32,752		65,503		98,255								400,878
	03/05/14														27,004						165,264
	03/05/14																81,110		6.12		217,375
Thomas W. Tedford	03/05/14		—		292,500		438,750														—
	03/05/14								29,774		59,548		89,322								364,434
	03/05/14														24,550						150,246
	03/05/14																73,736		6.12		197,612
Neil A. McLachlan	03/05/14		—		308,750		463,125														—
	03/05/14								29,774		59,548		89,322								364,434
	03/05/14														24,550						150,246
	03/05/14																73,736		6.12		197,612
Christopher M. Franey	03/05/14		—		286,000		429,000														—
	03/05/14								17,865		35,729		53,594								218,661
	03/05/14														14,730						90,148
	03/05/14																44,242		6.12		118,569


	Option and SSAR Awards								Stock Awards
													Equity		Equity
													Incentive		Incentive
	Number of								Number				Plan		Plan
	Securities			Number of					of Shares		Market		Awards:		Awards:
	Underlying			Securities					or Units		Value of		Number of		Market
	Unexercised			Underlying		Option or			of Stock		Shares or		Unearned		Value of
	Options or			Unexercised		SSARs		Option or	That		Units That		Units That		Unearned
	SSARs			Options		Exercise		SSARs	Have Not		Have Not		Have Not		Units That
		Exercisable		Unexercisable⁽¹⁾		Price		Expiration	Vested		Vested⁽²⁾		Vested⁽³⁾		Have Not
Name		(#)		(#)		($)		Date	(#)		($)		(#)		Vested⁽²⁾
Boris		—			294,944		6.12	3/5/2021
Elisman		60,879			121,759		7.64	2/21/2020
		30,109			15,054		12.17	2/23/2019
		47,600			—		8.93	5/18/2018
		50,000	⁽⁴⁾		—		0.81	2/26/2016
		21,400			—		14.02	4/7/2015
									98,197	⁽⁵⁾		884,755		200,781		1,809,037
									66,075	⁽⁶⁾		595,336
									21,221	⁽⁷⁾		191,201
Neal V.		—			81,110		6.12	3/5/2021
Fenwick		23,192			46,385		7.64	2/21/2020
		18,066			9,032		12.17	2/23/2019
		31,400			—		8.93	5/18/2018
		100,000	⁽⁴⁾		—		0.81	2/26/2016
		21,400			—		14.02	3/19/2015
									27,004	⁽⁵⁾		243,306		63,870		575,469
									25,172	⁽⁶⁾		226,800
									12,733	⁽⁷⁾		114,724
									8,600	⁽⁸⁾		77,486
Thomas W.		—			73,736		6.12	3/5/2021
Tedford		16,307			32,614		7.64	2/21/2020
		12,821			6,410		12.17	2/23/2019
		28,600			—		8.93	5/18/2018
									24,550	⁽⁵⁾		221,196		51,654		465,403
									17,699	⁽⁶⁾		159,468
									9,036	⁽⁷⁾		81,414
Neil A.		—			73,736		6.12	3/5/2021
McLachlan		18,119			36,238		7.64	2/21/2020
		21,699			10,849		10.19	5/15/2019
									24,550	⁽⁵⁾		221,196		54,085		487,306
									19,665	⁽⁶⁾		177,182
									83,476	⁽⁸⁾		752,119
Christopher		—			44,242		6.12	3/5/2021
M. Franey		16,307			32,614		7.64	2/21/2020
		19,426			9,712		12.17	2/23/2019
		28,600			—		8.93	5/18/2018
		100,000	⁽⁴⁾		—		0.81	2/26/2016
		9,600			—		14.02	12/11/2015
									14,730	⁽⁵⁾		132,717		39,745		358,102

									17 699	⁽⁶⁾		159 468
									13,691	⁽⁷⁾	123,356

Name	NQSO or SSAR Awards Number of Shares Acquired on Exercise (#)	NQSO or SSAR Awards Value Realized on Exercise⁽¹⁾ ($)	Stock Awards Number of Shares Acquired on Vesting⁽²⁾,⁽³⁾ (#)	Stock Awards Value Realized on Vesting⁽²⁾,⁽³⁾ ($)
Boris Elisman	100,000	774,000	75,952	618,880
Neal V. Fenwick	50,000	263,500	46,811	378,741
Thomas W. Tedford	—	—	36,144	286,267
Neil A. McLachlan	—	—	38,647	348,209
Christopher M. Franey	—	—	48,066	393,685

Name	Plan Name	Years of Credited Service⁽¹⁾ (#)	Present Value of Accumulated Benefit⁽²⁾ ($)	Payments During Last Fiscal Year ($)
Boris Elisman	ACCO Pension	4	88,000	—
Neal V. Fenwick	ACCO Europe Pension	22	5,196,038	—
	ACCO Pension	3	71,000	—
Thomas W. Tedford	N/A	—	—	—
Neil A. McLachlan	N/A	—	—	—
Christopher M. Franey	N/A	—	—	—

	Change in Control without Termination ($)		Termination by Executive for Retirement ($)		Termination by Company without Cause ($)		Termination by the Company without Cause or by the Executive for “Good Reason” Following a Change in Control ($)		Death ($)		Disability ($)
Payments and Benefits Compensation:
Cash severance⁽¹⁾		—		—		2,094,750		3,472,875		—		—
Annual incentive⁽¹⁾		—		—		—		808,500		—		—
Benefits:
Continuation of benefits⁽²⁾		—		—		24,346		31,303		—		—
Outplacement Services		—		—		30,000		30,000		—		—
Additional 401(k) Plan Contributions⁽³⁾		—		—		—		26,325		—		—
Long-Term Incentive Awards Acceleration:
Value of Non-Qualified Stock Options⁽⁴⁾		166,808		—		—		1,019,197		306,839		71,751
Value of Restricted Stock Units⁽⁵⁾		786,537		—		182,121		1,671,292		795,298		795,298
Value of Performance Stock Units⁽⁶⁾		1,723,865		—		—		3,869,966		1,696,676		1,696,676
Change-in-Control Compensation Reduction or Federal Excise Tax and Gross-up/Forfeiture⁽⁷⁾		2,018,843		—		—		4,895,686		—		—
Total		4,696,053		—		2,331,217		15,825,144		2,798,813		2,563,725

	Change in Control without Termination ($)		Termination by Executive for Retirement ($)		Termination by Company without Cause ($)		Termination by the Company without Cause or by the Executive for "Good Reason" Following a Change in Control ($)		Death ($)		Disability ($)
Payments and Benefits Compensation:
Cash Severance⁽¹⁾		0		0		2,743,500		4,603,500		0		0
Annual Incentive⁽¹⁾		0		0		0		1,116,000		0		0
Benefits:
Continuation of Benefits⁽²⁾		0		0		25,833		33,214		0		0
Outplacement Services		0		0		30,000		30,000		0		0
Additional 401(k) Plan Contributions⁽³⁾		0		0		0		33,413		0		0
Long-Term Incentive Awards Acceleration:
Value of Non-Qualified Stock Options⁽⁴⁾⁽⁸⁾		0		411,154		411,154		435,410		411,154		411,154
Value of Restricted Stock Units⁽⁵⁾⁽⁸⁾		1,596,431		1,635,900		1,635,900		2,621,512		1,773,747		1,773,747
Value of Performance Stock Units⁽⁶⁾⁽⁸⁾		4,435,822		1,722,551		1,722,551		4,435,822		2,339,883		2,339,883
Value of Performance Cash⁽⁷⁾⁽⁸⁾		568,750		379,167		379,167		568,750		379,167		379,167
Change-in-Control Compensation Reduction or Federal Excise Tax and Gross-up/Forfeiture⁽⁹⁾		0						5,138,659
Total		6,601,003		4,148,772		6,948,105		19,016,280		4,903,951		4,903,951

	Change in Control without Termination ($)		Termination by Executive for Retirement ($)		Termination by Company without Cause ($)		Termination by the Company without Cause or by the Executive for “Good Reason” Following a Change in Control ($)		Death ($)		Disability ($)
Payments and Benefits Compensation:
Cash severance⁽¹⁾		—		—		1,176,000		1,819,125		—		—
Annual incentive⁽¹⁾		—		—		—		318,500		—		—
Benefits:
Continuation of benefits⁽²⁾		—		—		24,346		31,303		—		—
Outplacement Services		—		—		30,000		30,000		—		—
Additional 401(k) Plan Contributions⁽³⁾		—		—		—		26,325		—		—
Long-Term Incentive Awards Acceleration:
Value of Non-Qualified Stock Options⁽⁴⁾		63,546		—		—		297,954		91,983		27,334
Value of Restricted Stock Units⁽⁵⁾		419,010		—		177,280		662,316		385,020		385,020
Value of Performance Stock Units⁽⁶⁾		711,889		—		—		1,302,071		570,558		570,558
Change-in-Control Compensation Reduction or Federal Excise Tax and Gross-up/Forfeiture⁽⁷⁾		—		—		—		1,775,646		—		—
Total		1,194,445		—		1,407,626		6,263,240		1,047,561		982,912

	Change in Control without Termination ($)		Termination by Executive for Retirement ($)		Termination by Company without Cause ($)		Termination by the Company without Cause or by the Executive for “Good Reason” Following a Change in Control ($)		Death ($)		Disability ($)
Payments and Benefits Compensation:
Cash severance⁽¹⁾		—		—		1,080,000		1,670,625		—		—
Annual incentive⁽¹⁾		—		—		—		292,500		—		—
Benefits:
Continuation of benefits⁽²⁾		—		—		23,707		30,481		—		—
Outplacement Services		—		—		30,000		30,000		—		—
Additional 401(k) Plan Contributions⁽³⁾		—		—		—		26,325		—		—
Long-Term Incentive Awards Acceleration:
Value of Non-Qualified Stock Options⁽⁴⁾		44,681		—		—		257,778		77,991		19,219
Value of Restricted Stock Units⁽⁵⁾		240,882		—		77,548		462,078		237,438		237,438
Value of Performance Stock Units⁽⁶⁾		501,542		—		—		1,038,069		441,694		441,694
Change-in-Control Compensation Reduction or Federal Excise Tax and Gross-up/Forfeiture⁽⁷⁾		—		—		—		1,619,072		—		—
Total		787,105		—		1,211,255		5,426,928		757,123		698,351

	Change in Control without Termination ($)		Termination by Executive for Retirement ($)		Termination by Company without Cause ($)		Termination by the Company without Cause or by the Executive for “Good Reason” Following a Change in Control ($)		Death ($)		Disability ($)
Payments and Benefits Compensation:
Cash severance⁽¹⁾		—		—		1,140,000		1,763,438		—		—
Annual incentive⁽¹⁾		—		—		—		308,750		—		—
Benefits:
Continuation of benefits⁽²⁾		—		—		17,803		22,891		—		—
Outplacement Services		—		—		30,000		30,000		—		—
Additional 401(k) Plan Contributions⁽³⁾		—		—		—		26,325		—		—
Long-Term Incentive Awards Acceleration:
Value of Non-Qualified Stock Options⁽⁴⁾		49,646		21,355		21,355		262,743		80,127		21,355
Value of Restricted Stock Units⁽⁵⁾		929,300		830,953		830,953		1,150,496		830,953		830,953
Value of Performance Stock Units⁽⁶⁾		619,622		470,899		470,899		1,156,150		470,899		470,899
Change-in-Control Compensation Reduction or Federal Excise Tax and Gross-up/Forfeiture⁽⁷⁾		—		—		—		—		—		—
Total		1,598,568		1,323,207		2,511,010		4,720,793		1,381,979		1,323,207

	Change in Control without Termination ($)		Termination by Executive for Retirement ($)		Termination by Company without Cause ($)		Termination by the Company without Cause or by the Executive for “Good Reason” Following a Change in Control ($)		Death ($)		Disability ($)
Payments and Benefits Compensation:
Cash severance⁽¹⁾		—		—		1,056,000		1,633,500		—		—
Annual incentive⁽¹⁾		—		—		—		286,000		—		—
Benefits:
Continuation of benefits⁽²⁾		—		—		17,803		22,891		—		—
Outplacement Services		—		—		30,000		30,000		—		—
Additional 401(k) Plan Contributions⁽³⁾		—		—		—		26,325		—		—
Long-Term Incentive Awards Acceleration:
Value of Non-Qualified Stock Options⁽⁴⁾		44,681		19,219		19,219		172,541		54,483		19,219
Value of Restricted Stock Units⁽⁵⁾		282,824		252,986		252,986		415,541		252,986		252,986
Value of Performance Stock Units⁽⁶⁾		556,795		370,158		370,158		878,714		370,158		370,158
Change-in-Control Compensation Reduction or Federal Excise Tax and Gross-up/Forfeiture⁽⁷⁾		—		—		—		1,836,237		—		—
Total		884,300		642,363		1,746,166		5,301,749		677,627		642,363


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted- average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders⁽¹⁾		4,973,386	$	7.02		4,987,128	⁽²⁾
Equity compensation plans not approved by security holders		—		—		—
Total		4,973,386	$	7.02		4,987,128	⁽²⁾