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’sCompany's management for the benefit of the Company’sCompany's stockholders and the 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.

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:

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.

During 2017, Mr. Jenkins currently servesKeller was not independent as he had served as our Presiding Independent Director. The BoardExecutive Chairman within the past three years.  Effective March 13, 2018, the third anniversary of Directors intendshis retirement from that position, Mr. Keller was determined to appoint a new Presiding Independent Director immediately following Mr. Jenkins’ retirement at the Annual Meeting. The Presiding Independent Director presides at all executive sessionsbe independent according to NYSE independence requirements. Additionally, former directors George V. Bayly and Robert H. Jenkins, each of whom retired effective as of the non-employee directors. Executive sessions of non-employee directors are held at every regularly scheduled meetingdate of the Board of Directors. In 2016, each regularly scheduled Board meeting included a non-employee director executive session, which for certain sessions only the2017 Annual Meeting, were determined to be independent directors of the Board attended.

during their 2017 tenure.

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 PresidingLead Independent Director should direct their

communication

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. EightAll of the ten directorsdirector nominees serving on the Board of Directors at the time of the 20162017 annual meeting of stockholders attended the 20162017 annual meeting.

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 connection with the appointment of Mr. Elisman as our CEO in March 2013, the role of Chairman and CEO was split, with Mr. Keller continuing to serve as Executive Chairman and, after March 2015, as non-executive Chairman. Among other reasons, separating the role of Chairman and CEO in March 2013 was intended to enable Mr. Elisman to focus his attention on his responsibilities as CEO during his early years in the position, while Mr. Keller’s continued role as Chairman would provide continuity in leadership of the Board of Directors and support a smooth transition of executive leadership of the Company.

In May 2016, it was determined to again combine the roles of Chairman and CEO and Mr. Elisman, our CEO, was appointed Chairman. The decision to combine the roles reflectsreflected the successful full transition of the Company’s leadership to Mr. 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 the other stakeholders strong, unified leadership.

Although

Mr. Elisman’s role as both the roles of Chairman and CEO have been combined, Mr. Elisman’s dual role is appropriately balanced by the role of the PresidingLead Independent Director, who presides at meetings of all non-employee directors in executive session. This allows directors to speak candidly on any matter of interest, without the Chairman and CEO or other members of management present. The PresidingLead Independent Director works closely with Mr. Elisman in establishing the agenda for each meeting of the Board of Directors and acts as a conduit for contact between 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 manyDirector. 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.

Further, it is ourwe view that the independent members of our Board of Directors and the four standing Board committees provideas providing appropriate oversight and an effectivefurther balance to the combined Chairman and CEO 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 CEO does 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 PresidingLead Independent Director, provides balanced leadership and consistent, effective oversight of our management and our Company.

Our Board of Directors believes that an effective enterprise risk management program (“ERM”("ERM") will identify in a timely manner the material risks we face, and communicate necessary information about those risks to senior management and, as appropriate, to the Board of Directors or its relevant committees. Additionally, our Board of Directors believes an effective ERM will support the 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

In addition to the activities undertaken by each of the Board committees, the Board as a whole participates in regular discussions among directors and 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’smanagement's long-term strategic plans and the risks associated with carrying out these plans.

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. ElismanNorkus (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, neither of them currently serve on the Compensation Committee, Governance Committee or

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

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 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’sCompany's Corporate Governance Principles and as further described under the headings “Election"Election of Directors--Qualifications Required for All Directors”Directors", “--Experience,and "--Experience, Qualifications and Skills Represented on Our Board of Directors”Directors" and “--Board"--Board Diversity,”" it will 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’snominee'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’scandidate'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’sCommittee'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.”

"

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 boardhas 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.

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 2016.

2017.

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.

Director compensation is set by the Board of Directors upon a recommendation from 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 Compensation Strategies, Inc. (“CSI”), to conduct comprehensive reviews of non-employee director compensation, including a review of director compensation for our Peer Group as described in “Compensation"Compensation Discussion and Analysis--Discussion and Analysis--Peer Group.”" The Governance Committee uses the data and advice provided by its independent consultantconsultants along with information from benchmarking studies conducted by the National Association of Corporate Directors, among others, in formulating its recommendation to the 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 well as the anticipated time commitments for 2016,2017, the Committee approved the continuation for 20162017 of the annual retainers and recommended an increase from $90,000 to $105,000 in annual equity grants atcompensation. At the levels established in May 2013.

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 2016 other2017 (other than Mr. Elisman, whoseElisman). Mr. Elisman's compensation is included in the 20162017 Summary Compensation Table since he is a named executive officer of the Company. 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 ($)		Stock Awards(1) ($)		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		115,000		90,000		2,000		207,000
Pradeep Jotwani		90,000		90,000		—		180,000
Robert J. Keller		126,264		90,000		—		216,264
Thomas Kroeger		105,000		90,000		5,000		200,000
Hans Michael Norkus		100,000		90,000		1,000		191,000
Graciela Monteagudo		37,500		71,261		—		108,761
E. Mark Rajkowski		100,000		90,000		5,000		195,000

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. 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 FinanceExecutive Committee, or any other committees established by the Board of Directors. In addition, the PresidingLead Independent Director is paid an additional annual retainer of $25,000, and for 2016, Mr. Keller was paid a pro-rated portion of the $100,000 annual retainer for serving as non-executive Chairman through May 10, 2016. Mr. Elisman, the CEO of the Company, was appointed as Chairman in May 2016.$25,000. Directors who are also officers of the Company do not receive any additional compensation for their service on the Board. See “Board of Directors’ Leadership Structure.”

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 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’sCompany's common stock. Upon the conclusion of service as a director, the balance in a phantom stock unit account 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, and the balance in a phantom fixed income account 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 2016, none of the directors2017, one director elected to defer anyone quarter of theirhis cash compensation. As of December 31, 2016,2017, 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 the ACCO Brands Corporation Incentive Plan (including its predecessor plans, the “Incentive Plan”"Incentive Plan") with a fair market value (as defined in the Incentive 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. After achieving the minimum stock ownership threshold, directors may elect each year whether to receive an 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 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.

Non-Employee Director Stock Ownership Guidelines.To further align our non-employee directors’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 Company’sCompany's common stock equal to threefive times theirhis or her annual cash retainer within five years 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 directors. During 2016, five2017, seven directors participated in this program, including Mr. Elisman.

The Audit Committee has appointed KPMG LLP (“KPMG”("KPMG") as our independent registered public accounting firm for the fiscal year ending December 31, 2017.2018. During 2016,2017, 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:

“

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 2017,2018, 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 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 2016,2017, 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, 20162017 and reports on the effectiveness of internal controlcontrols over financial reporting as of December 31, 20162017 contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016,2017, 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 ConditionConditions and Results of Operations” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

2017.

The Audit Committee has reviewed and discussed with KPMG the matters required to be discussed by PCAOBPublic Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16,Communications with Audit Committees, as amended. In addition, the Audit Committee has discussed with KPMG the firm’sfirm'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 itstheir integrated audit. The Audit Committee meets with KPMG, with and without management present, to discuss the results of the firm’sfirm'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, 20162017 for filing with the SEC.

Our independent registered public accounting firm for the 20152016 and 20162017 fiscal years was KPMG. The following table summarizes the fees paid or payable by the Company to KPMG for services rendered during 20152016 and 2016,2017, respectively:

		2015				2016
Audit fees		$	2,286,000			$	2,876,000
Audit-related fees			4,000				114,000
Tax fees			165,000				197,000
All other fees			261,000				433,000
Total		$	2,716,000			$	3,620,000

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 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 2016 include additional fees related to2017 increased substantially as a result of the acquisition of Pelikan Artline.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 the audit of the Company's accounting for the assets acquired and liabilities assumed. The tax services provided in both 20152016 and 20162017 primarily involved domestic and international tax compliance work and tax planning. Other fees for 2016 were associated with the acquisition of Pelikan Artline.

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.

The following table sets forth the beneficial ownership of the Company’s common stock as of March 22, 20171, 2018 by the following individuals or entities:

●

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 22, 2017, 109,510,8001, 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 held by that person that vest or are exercisable on or before May 21, 2017April 30, 2018 (within 60 days after March 22, 2017)1, 2018) are deemed outstanding.

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)			11,016,334				—				—				11,016,334				10.1	%
BlackRock, Inc. 55 East 52nd St New York, NY 10055(4)			6,960,860				—				—				6,960,860				6.4	%
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355(5)			9,491,647				—				—				9,491,647				8.7	%
Dimensional Fund Advisors LP  Building One  6300 Bee Cave Road  Austin, TX 78746(6)			9,083,181				—				—				9,083,181				8.3	%
JPMorgan Chase & Co. 270 Park Avenue  New York, NY 10017(7)			6,851,794				—				—				6,851,794				6.3	%
George V. Bayly			50,669				—				29,296				79,965					*
James A. Buzzard			78,458				—				17,874				96,332					*
Kathleen S. Dvorak			18,478				—				57,116				75,594					*
Boris Elisman(8)			585,160				756,021				—				1,341,181				1.2	%
Robert H. Jenkins			105,230				—				8,746				113,976					*
Pradeep Jotwani			—				—				37,765				37,765					*
Robert J. Keller			207,599				336,642				20,550				564,791					*
Thomas Kroeger(9)			40,008				—				29,296				69,304					*
Graciela Monteagudo			—				—				6,514				6,514					*
Hans Michael Norkus(10)			102,937				—				44,148				147,085					*
E. Mark Rajkowski(11)			58,169				—				44,148				102,317					*
Neal V. Fenwick(12)			435,815				253,394				—				689,209					*
Christopher M. Franey(8)			193,926				186,269				—				380,195					*
Pamela R. Schneider(8)			87,874				105,406				—				193,280					*
Thomas W. Tedford			161,900				232,380				—				394,280					*
All directors and executive officers as a group (21 persons)(8)			2,478,155				2,184,305				295,453				4,957,913				4.5	%

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	%

(1)

Indicates the number of shares of common stock issuable upon the exercise of options exercisable on or before May 21, 2017April 30, 2018 (within 60 days after March 22, 2017)1, 2018).

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

●

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 Office and Consumer Products

●

Christopher M. Franey, Executive Vice President; President, Computer Products Group

●

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

2016

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

Our 20162017 Results.20162017 was aanother great year for ACCO BrandsBrands. We grew sales, gross margin, operating income, and its stockholders. We met or exceeded nearly every operational or financial objective that we had set for the year. Each of our business segments contributed to revenue growth or profit improvement. We gainedearnings per share with key customers and in strategic categories, increased gross margins, generated significantdelivered stronger-than-expected free cash flow, and strengthened our balance sheet.flow. We announced two acquisitions, including Pelikan Artline in Australia, completed May 2, 2016, andthe acquisition of Esselte in Europe completed(the "Esselte Acquisition") in January 31, 2017. Both present excellent opportunities for consumer, customer2017, and stockholder value creationthe integration of our legacy ACCO Brands and acquired Pelikan Artline businesses in the years to come.

We believe our operating successAustralia and strategic accomplishmentsNew Zealand during the year were well recognized by the market - our stock price was up 83% in 2016 and 94% over the three year period ending 2016.

year.

In 2016, global2017, global sales increased 3%25%. The Esselte and Pelikan Artline acquisitionAcquisitions contributed 5%28% and foreign currency reducedincreased sales by 1%. Underlying sales declined 1%4%, as strong growth with mass channel and e-tail customers was more than offset by declines at certain wholesalers and office superstore customers. Gross margin increased 140 basis points, more than offsetting a 100 basis point increase in selling, general and administrative expense. Operating income was $167.3$193.0 million, up 2%15% from 2015.2016. Net income increased to $95.5$131.7 million, or 87 cents$1.19 per share from $0.87 per share in 2016, primarily driven by strong gross margin expansionthe acquisitions, lower interest expense and a lower effective tax rate in 2016, partially offset by increased selling, general and administrative expense.

rate.

ACCO Brands North America delivered a strongsolid performance in 2016.2017. Operating income increased 2% to $150.6$155.6 million and operating margin improved 50 basis points for the year to 15.8%15.6%, primarily due to cost savingsproductivity improvements and productivity improvements.lower volume-based customer sales rebates. North America sales declined 1 percent2% to $955.5$999.0 million, in part due to foreign currency translation. The decline was primarily due to declines at certain wholesalers and an office products superstore customer, partiallyas market share gains during back-to-school were more than offset by strong back-to-schoollower sales notably at mass-market customers and on-line retailers.

to offices superstores.

The Pelikan Artline acquisitionEsselte Acquisition drove much of the improvement in the ACCO Brands InternationalEMEA segment. Operating incomeNet sales increased $12.3 million216% to $53.1$542.8 million and operating margin improved 130 basis pointsincome increased 194% to 10.9%. Net sales increased 14% to $485.0$37.1 million. Pelikan Artline contributed $78.5 millionEsselte added 226% to sales and $6.9 million to operating income. Foreignforeign currency added 1%.

Sales in our International segment grew 10% as a result of the acquisitions and currency translation, reduced sales by $11.8 million, orwhich added 10% and 3%., respectively, and operating income increased slightly to $50.9 million. Additionally, in both Brazil and Mexico sales and margins improved despite continuing economic weakness as well as political and currency volatility. Our Asia-Pacific region also saw sales and margin gains, with good growth in Japan. In Europe, our now-legacy ACCO Europe business had lower sales as a result of ongoing

Finally, 20162017 free cash flow was very strong driven by higher net income, lower capital spendexpenditures and more efficient working capital management. We also refinanced our public bonds in December 2016. We have a capital structure that should meet our operational and strategic needs well into the future.

Over the last several years we have delivered significant margin improvement and strong cash flow in a rather turbulent environment. Since 2012, foreign exchange translation and customer consolidation have reduced our revenues by nearly $300M.$300 million. We have offset customer consolidation with sales growth with other customers and in new channels and with the Pelikan Artline acquisition.and Esselte Acquisitions. Over this same period, we have expanded our gross margin more than 200300 basis points and reduced our net leverage. We have also strengthened our business bythrough acquisitions and otherwise, expanding our geographic reach, adding strong end-user relevant brands, through acquisitions, increasing share in faster growingdiversifying our customer base and distribution channels and developing a culture that consistently delivers results even in difficult environments.

enhancing our ability to compete with greater scale.

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, 2016,2017, which can be found at the Investor Relations section of our website at www.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 over the last three fiscal years, assuming an investment of $100 on December 31, 2013. Stock price performance included in this table is not indicative of our future stock price performance.

																		Cumulative Percentage Change
		12/31/13				12/31/14				12/31/15				12/31/16				2015 to 2016				2014 to 2016				2013 to 2016
ACCO Brands Corporation		$	100.00			$	134.08			$	106.10			$	194.20				83.0	%			44.8	%			94.2	%
Russell 2000			100.00				104.89				100.26				121.63				21.3	%			16.0	%			21.6	%
S&P Office Services and Supplies (SuperCap1500)			100.00				104.75				91.49				99.18				8.4	%			(5.3	)%			(0.8	)%

We believe the compensation earned in 20162017 by our executive officers, including our named executive officers, properly reflected the performance of the Company which drove stockholder value creation.Company. The Company exceeded target performance goals for its adjusted operating income, earnings per share, working capital efficiency, net sales growth, and cash flow objectives.

objectives, while achieving slightly below target level performance for its adjusted operating income objective, and below threshold performance for its net sales objective.

Performance measures for the 20162017 Annual Incentive Plan (“AIP”("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 fiftyseventy percent of the 20162017 AIP 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 104.2%89.8% of their target 20162017 AIP awards, and Messrs. Tedford and FraneyMonko earned 99.8%95.9% and 103.8%108.9%, respectively, of their target 20162017 AIP awards. All named executive officers’officers' payouts included aboveslightly below target performance of ACCO Brands’Brands' adjusted operating income, with Messrs. Elisman and Fenwick, and Ms. Schneider’s 2016Schneider's 2017 AIP awards appropriately weighted more heavily toward total Company adjusted operating income than Messrs. Tedford and FraneyMonko who head their respective business units. In addition, each of the named executive officer’s 2016officer's 2017 AIP award payouts is reflective of other factors. For more details, see “Discussion"Discussion and Analysis--Annual Compensation--Annual Incentives”Incentives" and the 20162017 Summary Compensation Table.

The two performance measuremeasures for the 2014-20162015-2017 Long-Term Incentive Plan (“LTIP”("LTIP") performance stock unit (“PSU”units ("PSUs") waswere adjusted free cash flow. Theflow and adjusted earnings per share, each weighted at 50%. For the performance period which ended December 31, 2017, the Company exceeded both its cumulative adjusted free cash flow target of $440$422 million for the 2014-2016 PSU performance period, which ended on December 31, 2016.and its cumulative adjusted earnings per share target of $2.66. As a result, 121.2%a weighted average payout of 140.0% of the PSUs granted were earned by our executive officers, including our named executive officers, each of whom received shares of common stock during the first quarter of 2017 in settlementother than Mr. Monko who was not an executive officer of the PSUs initially granted.Company when these awards were granted in 2015. For additional information, see “Discussion"Discussion and Analysis--Long-Term Incentive Compensation”Compensation" and the 20162017 Option Exercises and Stock Vested table.

In addition to the strong cash flow and operating income performance, which resulted in incentive payouts to our named executive officers, the Company’s stock price increased 83% during 2016. Since the realized value of equity awards is tied to the Company’s stock price, the increase in our stock price also resulted in an increase in each of our named executive officer’s realized pay. The Compensation Committee believes that our named executive officers were appropriately compensated for delivering financial performance that drove stockholder value creation.

2016

Mr. Elisman completed his third year as CEO of the Company during 2016, and was named Chairman of the Board in May 2016. When Mr. Elisman was promoted to CEO in March 2013, the Compensation Committee at that time established a totalElisman's compensation package commensurate with Mr. Elisman’s experience as a new CEO, resulting in a compensation package near the 25th percentile of total CEO compensation of the Peer Group at that time.

Since Mr. Elisman’s appointment as CEO, his compensation package has beenis reviewed and adjustedannually by the Board (basedand adjusted based on recommendations from the Compensation Committee) annually takingCommittee. This takes into account Mr. Elisman’sElisman's overall performance and experience as the Company’sCompany's CEO, the overall financial and strategic performance of the Company, since Mr. Elisman was appointed CEO, and the relative positioning of Mr. Elisman’sElisman's total compensation package to the median of the Company’sCompany's Peer Group. OverFor information regarding the long term, the Compensation Committee targets the median of theCompany's Peer Group, for each element ofsee "Peer Group."

Under Mr. Elisman’s compensation. To that end, in March 2016, the Compensation Committee recommended, and the Board of Directors approved, the following actions related to Mr. Elisman’s 2016 compensation:

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A 10% increase in his base salary to $880,000 effective April 1, 2016; and

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The grant of a long-term equity award with an aggregate target award grant value of $2,275,000. (This compares with an aggregate target award grant value of $2,100,000 in 2015).

As CEO, Mr. Elisman has consistently met the expectations of the Board of Directors and enhanced value for our stockholders. During the past three years, under Mr. Elisman’sElisman'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 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 market resulting in a 94%35% increase in the Company’sCompany's stock price over three years since December 31, 2013.

2014. To that end, in March 2017, the Compensation Committee recommended, and the Board of Directors approved, the following actions related to Mr. Elisman's 2017 compensation:

The Compensation Committee and the Board of Directors believe that the adjustments in Mr. Elisman’s 2016 compensation and his 2016 realized and reportedElisman's 2017 compensation, including the 20162017 AIP and 2014-20162015-2017 PSU payouts, appropriately reflect the performance of the Company and Mr. Elisman’sElisman'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, remained somewhat belowis aligned with the median total target compensation of the Company’s 2016Company's 2017 Peer Group, with 79%82% of his total target compensation consisting of variable, at-risk pay.

Historically, and Reported Compensation

The graph below reflectsin keeping with the compensation actually realized by Mr. Elisman in 2014, 2015 and 2016 comparedCompany's strategy to his compensation as reported in the 2016 Summary Compensation Table for the same periods. Mr. Elisman was promoted to CEO of the Company in March 2013. The long-term incentive portion of realized compensation in 2014 and 2015 is related to equity awards granted in years prior to his appointment as CEO.

In 2016, Mr. Elisman’s realized compensation is greater than his reported compensation as a result of several factors:

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A portion of Mr. Elisman’s 2016-2018 LTIP award was in the form of a three-year performance-based cash award (“Performance Cash”) rather than stock options. Because performance cash awards are reported in the Summary Compensation Table for the year in which they are earned, and not the year in which they are granted, this Performance Cash award is not reported in the Summary Compensation Table for 2016.

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Stock-settled stock appreciation rights (“SSARs”) at an exercise price of $0.81/share were granted in 2009 with a February 26, 2016 expiration date. All vested, unexercised SSARs that remained outstanding on the expiration date were automatically exercised in 2016.

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Due to the increase in our stock price over the 2014-2016 performance period, the market value of the PSUs at settlement was approximately double the grant-date fair value.

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,focus on adjusted operating income and cash incentive compensation for 2014, 2015 and 2016generation as reported in the Summary Compensation Table, plus stock options or SSARs exercised or stock awards vested during the respective year. PSUs vest annually on December 31 and the actual value of such awards is set on the datediscussed above, the Compensation Committee determines the extent to which the performance conditions have been achieved, typically on or around March 1 following the close of the three-year performance period. SSARs exercised in 2014 and 2016 at an exercise price of $0.81/share were granted in 2009 withhad established a February 26, 2016 expiration date. Realized compensation excludes changes in pension value. The 2016 realized equity compensation consists of the vesting of 2014-2016 PSUs resulting in actual earnings of $3,680,772, the vesting of RSUs granted in 2013 resulting in actual earnings of $470,454, and the exercise of SSARs granted in 2009 resulting in actual earnings of $324,000. For more information regarding 2014 and 2015 realized equity compensation, see the 2014 and 2015 Option Exercises and Stock Vested table in our 2015 and 2016 Proxy Statements, respectively.Total reported compensation is 2014, 2015 and 2016 total compensation as reportedrelatively lower weight for net sales in the applicable Summary Compensation Table, excluding changes in pension value. In addition, the 2016 total compensation excludes a Performance Cash awardAIP awards (15% weight for corporate named executive officers and 10% weight for business unit named executive officers), and no net sales measure in the amountLTIP 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 $568,750.

net sales to 20% for the 2018 AIP and decreased the weight on operating income accordingly. The Compensation Committee also added a net sales measure weighted at 20% for the 2018-2020 LTIP PSU award and decreased the weight on adjusted free cash flow accordingly.

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.

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 creation.

In overseeing our Company’sCompany'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 20162017 annual meeting of stockholders, 97.0% of the votes cast on the proposal voted to approve, in a non-binding, advisory vote, the 20152016 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.

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 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 median, where individual experience and performance 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 Company’s compensation philosophy.

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 presentationpresentations of total compensation, “tally"tally sheets,”" and other supporting data for the Compensation Committee’sCommittee's use when considering and determining executive compensation. The “tally sheets”"tally sheets" provide a succinct

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 based on this evaluation. The CEO’sCEO's performance and the Compensation Committee’sCommittee's recommended compensation actions are then discussed with the Board of Directors, which establishes the CEO’sCEO's total compensation annually.

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

"

The Compensation Committee has retained CSI as itsCommittee'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 2016, CSI2017, Compensation Strategies Inc. ("CSI") provided guidance and recommendations to the Compensation Committee on executive officer compensation and related governance 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’directors' compensation. During 2016,2017, representatives of CSI attended sixthree of the seven Compensation Committee meetings.

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’sthe 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’sManagement'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, theour CEO provides 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.

Management has analyzed the Company’sCompany'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’smanagement'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.

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.”" The Compensation Committee reviews and updatesapproves our Peer Group on a biennial basis. The most recent review occurred in 2016 and affectswas used to establish 2017 compensation for our executive compensation decisions for 2017.officers, including our named executive officers. This involvedreview 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 established for 2017 compensation actions 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.

2016:

As the 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 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:

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Type of business - includes companies with the following characteristics:

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 size differences.

The Peer Group that was used to establish the 2016 total compensation for our executive officers, including our named executive officers, consisted of the following 23 companies with median revenue of $2.1 billion and median market capitalization of $2.7 billion (the “2016 Peer Group”):

Armstrong World Industries, Inc.	Interface, Inc.	MeadWestvaco Corporation1	Snap-on Incorporated
Cenveo, Inc.	Kimball International, Inc.	Newell Rubbermaid Inc.	Steelcase Inc.
Deluxe Corporation	Knoll, Inc.	Pitney Bowes Inc.	The Toro Company
Fortune Brands Home & Security, Inc.	Lexmark International, Inc.	Polycom, Inc.	United Stationers Inc.2
Herman Miller, Inc.	Libbey Inc.	SanDisk Corporation	Zebra Technologies Corporation
HNI Corporation	Logitech International S.A.	The Scotts Miracle-Gro Company

¹ MeadWestvaco Corporation merged with RockTenn effective July 1, 2015 and is no longer publicly traded.

² United Stationers Inc. changed its name to Essendant effective June 1, 2015.

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 median of total compensation paid to similarly situated executives of the companies in our Peer Group. The Compensation Committee may exercise discretion 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 incentives which we believe encourage the creation of stockholder value through the achievement of the Company’s or specific business unit’sunit'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 market median of the Peer Group for each compensation component. The Compensation Committee reviews the base salary and annual and long-term incentive