SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant  ¨

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x  Definitive Proxy Statement

¨  Definitive Additional Materials

¨  Soliciting Material under §240.14a-12

IMATION CORP.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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IMATION CORP.

1 Imation Way

Oakdale, Minnesota 55128

March 27, 2013

Dear Imation Corp. Shareholders:

You are cordially invited to attend the Imation Corp. 2013 Annual Meeting of Shareholders. We will hold the meeting on Wednesday, May 8, 2013, at 9:00 a.m., local time, at the Lake Elmo Inn Event Center, 3712 Layton Ave N., Lake Elmo, MN 55042. The record date for the Annual Meeting is March 11, 2013. If you held our common stock as of the close of business on that date, you are entitled to vote at the Annual Meeting. During the meeting, we will discuss each item of business described in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement. We will also present a current report on our business operations after the Annual Meeting and you will have an opportunity to ask questions.

We hope you will be able to attend the Annual Meeting. Whether or not you expect to attend, please vote your shares either by telephone, Internet or the mail so your shares will be represented at the Annual Meeting. Instructions on voting your shares are on the Notice of Internet Availability of Proxy Materials or proxy card you received for the Annual Meeting.

Sincerely,

Mark E. Lucas

President and Chief Executive Officer

IMATION CORP.

1 Imation Way

Oakdale, Minnesota 55128

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 8, 2013

To the Shareholders of Imation Corp.:

The 2013 Annual Meeting of Shareholders of Imation Corp. will be held on Wednesday, May 8, 2013, at 9:00 a.m., local time, at the Lake Elmo Inn Event Center, 3712 Layton Ave N., Lake Elmo, MN 55042. The purpose of the meeting is to:

1. Elect two directors named in the attached Proxy Statement;

2. Approve the Amendments to the 2011 Stock Incentive Plan;

3. Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2013;

3. Approve the compensation of the Company’s named executive officers; and

4. Transact such other business that may properly come before the meeting or any adjournment or adjournments thereof.

These items are more fully described in the Proxy Statement.

The record date for the meeting is March 11, 2013. If you held our common stock as of the close of business on that date, you are entitled to vote at the Annual Meeting.

By Order of the Board of Directors,

John P. Breedlove

Vice President, General Counsel and Corporate Secretary

Oakdale, Minnesota

March 27, 2013

IMPORTANT NOTICE

PLEASE VOTE BY TELEPHONE OR INTERNET, OR, IF YOU RECEIVED PAPER COPIES OF OUR

PROXY MATERIALS, YOU CAN ALSO MARK, DATE, SIGN AND PROMPTLY MAIL

THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE SO THAT YOUR SHARES WILL BE REPRESENTED AT THE MEETING. WHEN YOU SUBMIT YOUR VOTE, PLEASE

ALSO INDICATE WHETHER YOU ARE PLANNING TO ATTEND THE MEETING.

TABLE OF CONTENTS

Information Concerning Solicitation and Voting	1
Voting Procedures	1
Proxy Solicitation	2
Security Ownership of Certain Beneficial Owners	3
Security Ownership of Management	4
Section 16(a) Beneficial Ownership Reporting Compliance	5
Related Person Transactions and Related Person Transaction Policy	5
Board of Directors	8
Corporate Governance	8
Director Independence and Determination of Audit Committee Financial Expert	9
Non-Executive Chairman	9
Meetings of the Board and Board Committees	10
Risk Oversight	12
Director Nominations	12
Compensation of Directors	13
Board Retirement Policy	16
Indemnification Agreements	16
Item No. 1 Election of Directors	16
General Information	16
Information Concerning Directors	17
Item No. 2 Approval of Amendments to 2011 Stock Incentive Plan	23
Summary Administration	23 25
Eligible Participants	25
Shares Available for Awards	25
Burn Rate Commitment Types of Awards and Terms and Conditions	26 26
Accounting for Awards Duration, Termination and Amendment Prohibition on Repricing Awards	28 28 29
Transferability of Awards	29
Federal Income Tax Consequences	29
Historical Awards Under the 2011 Stock Incentive Plans New Plan Benefits	31 31
Equity Compensation Plan Information	32
Audit and Finance Committee Report	22
Audit and Other Fees and Audit and Finance Committee Pre-Approval Policy	23
Audit and Other Fees	23
Audit and Finance Committee Pre-Approval Policy of Audit and Permissible Non-Audit Services	23
Item No. 3 Ratification of the Appointment of Independent Registered Public Accounting Firm	32
Compensation Discussion and Analysis	33
Compensation Committee Report	45
Compensation of Named Executive Officers	46
Summary Compensation Table	46
Grants of Plan-Based Awards	49
Outstanding Equity Awards at Fiscal Year-End	51
Option Exercises and Stock Vested	53
Compensation Under Retirement Plans	53
Severance Agreements with Named Executive Officers	55
Item No. 4 Advisory Vote to Approve Executive Compensation	59
Householding	62
Shareholder Proposals for 2014 Annual Meeting	63
Other Business	63

IMATION CORP.

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 8, 2013

INFORMATION CONCERNING SOLICITATION AND VOTING

Voting Procedures

We are providing this Proxy Statement in connection with the solicitation of proxies by the Board of Directors of Imation Corp. (“Imation,” “we,” “our” or “us”) for use at our Annual Meeting of Shareholders on May 8, 2013 and at all adjournments. The record date for the meeting is March 11, 2013. If you held our common stock as of the close of business on that date, you are entitled to vote at the Annual Meeting. As of March 11, 2013, there were approximately 41,492,634 shares of our common stock, $.01 par value, outstanding. You have one vote for each share of common stock you hold, and there is no cumulative voting. The shares of common stock we hold in our treasury will not be voted and will not be counted at the Annual Meeting for purposes of determining a quorum and for purposes of calculating the vote.

We first made this Proxy Statement available to our shareholders on or about March 28, 2013.

Pursuant to rules adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy materials over the Internet. Accordingly, we have sent to most of our shareholders the Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our 2012 Annual Report on-line. Shareholders who have received the Notice will not be sent a printed copy of our proxy materials in the mail, unless they request to receive one.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 8, 2013: This Proxy Statement and our 2012 Annual Report are available at https://materials.proxyvote.com/45245A

To vote your shares, please follow the instructions on the Notice you received for our Annual Meeting of Shareholders. If you received paper copies of our proxy materials, we have enclosed a proxy card for you to use to vote your shares. In order to register your vote, complete, date and sign the proxy card and return it in the enclosed envelope or vote your proxy by telephone or Internet in accordance with the voting instructions on the proxy card.

You have several choices on each item to be voted upon at the Annual Meeting.

For the election of directors, you can:

• vote “FOR” any nominated director;

• vote “AGAINST” any nominated director; or

• “ABSTAIN” from voting for any nominated director.

For the approval of the Amendments to the 2011 Stock Incentive Plan, you can:

• vote “FOR” the approval of the Amendments to the 2011 Stock Incentive Plan;

• vote “AGAINST” the approval of the Amendments to the 2011 Stock Incentive Plan; or

• “ABSTAIN” from voting on the approval of the Amendments to the 2011 Stock Incentive Plan.

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For the ratification of the appointment of the independent registered public accounting firm, you can:

• vote “FOR” ratification;

• vote “AGAINST” ratification; or

• “ABSTAIN” from voting on ratification.

For the advisory vote to approve executive compensation, you can:

• vote “FOR” the approval of the compensation for the named executive officers;

• vote “AGAINST” the approval of the compensation for the named executive officers; or

• “ABSTAIN” from voting on the approval of the compensation for the named executive officers.

If you do not specify on your proxy card (or when giving your proxy on the Internet) how you want to vote your shares, your shares will be voted FOR the election of all directors as nominated, FOR the Amendments to the 2011 Stock Incentive Plan, FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2013, and FOR the approval of compensation for the named executive officers.

If you change your mind after you vote your shares, you can revoke your proxy at any time before it is actually voted at the Annual Meeting by:

• sending written notice of revocation to our Corporate Secretary;

• submitting a signed proxy with a later date;

• voting by telephone or the internet on a date after your prior telephone or internet vote; or

• attending the meeting and withdrawing your proxy.

You can also be represented by another person present at the meeting by executing a proxy designating that person to act on your behalf.

If you “abstain” on any matter, your shares will be considered present at the meeting for purposes of determining a quorum and for purposes of calculating the vote but will not be considered to have been voted on the matter. If you hold shares in “street name” and you do not provide voting instructions to your broker, your shares will be considered to be “broker non-votes” and will not be voted on any proposal on which your broker does not have discretionary authority to vote under the rules of the New York Stock Exchange. In that case, your shares will be considered present at the meeting for purposes of determining a quorum but will not be considered to be represented at the meeting for purposes of calculating the vote on that proposal. Your broker does not have discretionary authority to vote your shares on any of the proposals other than ratification of the appointment of the independent registered public accounting firm if your broker does not receive voting instructions from you.

If you would like to consent to receive our proxy materials and annual reports electronically in the future, please go to our website www.imation.com. Click on “Investor Relations,” then “Financial and Investor Information” and “Shareholder Information.” In the Shareholder Information section follow the instructions to submit your electronic consent.

Proxy Solicitation

We will pay the costs of preparing, printing and mailing the Notice of Annual Meeting of Shareholders, the Notice and this Proxy Statement, including the reimbursement to banks, brokers and other custodians, nominees and fiduciaries for their costs in sending the proxy materials to the beneficial owners. We have retained Innisfree M&A Incorporated to help solicit proxies from shareholders for the

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Annual Meeting for a fee of $6,500, plus reimbursement for certain out-of-pocket expenses. In addition to the use of the mail, proxies may be solicited personally or by telephone by our regular employees without additional compensation, as well as by employees of Innisfree M&A Incorporated.

Security Ownership of Certain Beneficial Owners

The table below shows the number of shares of our outstanding common stock as of February 28, 2013, held by each person that we know owns beneficially (as defined by the Securities and Exchange Commission for proxy statement purposes) more than 5% of any class of our voting stock:

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
TDK Corporation	7,590,764(1)	18.32%
c/o 1-13-1, Nihonbashi, Chuo-Ku
Tokyo 103-8272, Japan
Wells Fargo & Company	4,058,844(2)	9.73%
420 Montgomery Street
San Francisco, CA 94104
Dimensional Fund Advisors LP	3,053,295(3)	7.37%
Palisades West, Building One
6300 Bee Cave Road
Austin, TX 78746

(1) A Schedule 13D/A was filed with the Securities and Exchange Commission on December 6, 2007 by TDK Corporation (“TDK”), TDK Electronics Corporation (“TEC”), TDK U.S.A. Corporation (“TUC”), TDK Europe S.A. (“TES”), TDK Hong Kong Co. Ltd. (“THK”), TDK Recording Media Europe S.A. (“TRE”) and TDK Singapore (PTE) Ltd. (“TSP”) reporting beneficial ownership of 7,740,764 shares of our common stock. TDK reported that it had sole voting and dispositive powers with respect to 4,962,390 shares and shared voting and dispositive powers with respect to 2,778,374 shares. TEC reported that it had sole voting and dispositive powers with respect to 0 shares and shared voting and dispositive powers with respect to 660,946 shares. TUC reported that it had sole voting and dispositive powers with respect to 0 shares and shared voting and dispositive powers with respect to 660,946 shares. TES reported that it had sole voting and dispositive powers with respect to 0 shares and shared voting and dispositive powers with respect to 1,805,809 shares. THK reported that it had sole voting and dispositive powers with respect to 0 shares and shared voting and dispositive powers with respect to 63,757 shares. TRE reported that it had sole voting and dispositive powers with respect to 0 shares and shared voting and dispositive powers with respect to 135,358 shares. TSP reported that it had sole voting and dispositive powers with respect to 0 shares and shared voting and dispositive powers with respect to 112,504 shares. TUC, TEC, TES, TRE, THK and TSP are all wholly owned subsidiaries of TDK. Form 4s were filed with the Securities and Exchange Commission by TDK on June 7, 9 and 13, 2011 reporting the sale by TDK of an aggregate of 150,000 shares. TDK became our largest shareholder in connection with our acquisition of substantially all of the assets relating to the marketing, distribution, sales, customer service and support of removable recording media products, accessory products and ancillary products under the TDK brand name from TDK. See “Related Person Transactions and Related Person Transaction Policy.”

(2) A Schedule 13G/A was filed with the Securities and Exchange Commission on February 13, 2013 by Wells Fargo & Company (“Wells Fargo”) reporting consolidated beneficial ownership on behalf of itself and certain subsidiaries of 4,058,844 shares of our common stock. Of such shares, Wells Fargo reported that it had sole voting power with respect to 276,526 shares, sole dispositive power with respect to 276,526 shares, shared voting power with respect to 3,346,783 shares and shared

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dispositive power with respect to 6,933,273 shares. Wells Capital Management Incorporated, a wholly owned subsidiary, is an investment advisor that beneficially owns 3,781,891 shares of common stock, over which it has shared voting power with respect to 195,588 shares, shared dispositive power with respect to 3,781,891 shares and no sole voting power or dispositive power. Wells Fargo Fund Management LLC, a wholly owned subsidiary, is an investment advisor that beneficially owns 3,150,975 shares of common stock, over which it has shared voting power and shared dispositive power. Wells Fargo filed the report as a parent holding company for Wells Capital Management Incorporated (Investment Advisor), Wells Fargo Advisors Financial Network, LLC (Broker-Dealer), Wells Fargo Advisors, LLC (Broker-Dealer), Wells Fargo Funds Management, LLC (Investment Advisor) and Wells Fargo Bank, National Association (Bank), each of which is a subsidiary of Wells Fargo.

(3) A Schedule 13G/A was filed with the Securities and Exchange Commission on February 11, 2013 by Dimensional Fund Advisors LP (“Dimensional”) reporting beneficial ownership of an aggregate of 3,053,295 shares of our common stock. Of such shares, Dimensional reported that it had sole voting power with respect to 3,010,249 shares and sole dispositive power with respect to 3,053,295 shares. Dimensional is an investment advisor/sub-advisor/manager to certain funds and as investment advisor/sub-advisor/manager, Dimensional possesses investment and/or voting power of the securities of the funds and may be deemed to be the beneficial owner of the shares held by the funds. Dimensional disclaims beneficial ownership of the shares held by the funds.

Security Ownership of Management

The table below shows the number of shares of our common stock beneficially owned as of February 28, 2013 by each director, each nominated director, each officer named in the Summary Compensation Table in this Proxy Statement and all directors and executive officers as a group. Except as otherwise indicated, the named person has sole voting and investment powers with respect to the shares held by that person, and the shares are not subject to any pledge.

Name of Beneficial Owner	Amount and Nature of   Beneficial Ownership(1)			Percentage of Class
David P. Berg		95,578		*
Theodore H. Bunting, Jr.		20,044		*
Charles A. Haggerty		160,316	(2)	*
William G. LaPerch		20,044		*
L. White Matthews, III		194,001		*
Trudy A. Rautio		111,700		*
David B. Stevens		36,052		*
Daryl J. White		166,413		*
Mark E. Lucas		843,115		2.01%
Paul R. Zeller		376,141		*
Gregory J. Bosler		148,818		*
John P. Breedlove		42,575		*
Scott J. Robinson		99,178		*
Subodh Kulkarni(3)		11,041		*
All Directors and Executive Officers as a Group (15 persons)		2,378,464		5.58%

*  Indicates ownership of less than 1%.

(1) In addition to the unrestricted shares held by the named individuals, the shares shown include (i) the following shares issuable upon exercise of stock options that are currently exercisable or

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will become exercisable within 60 days of February 28, 2013: Mr. Berg, 32,224 shares; Mr. Bunting, 0 shares; Mr. Haggerty, 89,595 shares; Mr. LaPerch, 0 shares; Mr. Matthews, 114,668 shares; Ms. Rautio, 32,224 shares; Mr. Stevens, 3,701 shares; Mr. White, 103,896 shares; Mr. Lucas, 425,055 shares; Mr. Zeller, 231,036 shares; Mr. Bosler, 61,828 shares; Mr. Breedlove, 12,288 shares; Mr. Robinson, 48,311 shares; Dr. Kulkarni, 0 shares; and all directors and executive officers as a group, 1,169,880 shares; (ii) the following shares of restricted stock held as of February 28, 2013; Mr. Berg, 30,382 shares; Mr. Bunting, 20,044 shares; Mr. Haggerty, 30,382 shares; Mr. LaPerch, 20,044 shares; Mr. Matthews, 45,573 shares; Ms. Rautio, 30,382 shares; Mr. Stevens: 32,351 shares; Mr. White, 30,382 shares; Mr. Lucas, 264,674 shares; Mr. Zeller, 75,192 shares; Mr. Bosler, 59,592 shares; Mr. Breedlove, 22,595 shares; Mr. Robinson, 27,018 shares; Dr. Kulkarni, 0 shares; and all directors and executive officers as a group, 722,669 shares and (iii) the following shares allocated as of February 28, 2013 to the accounts of participants under the Imation Retirement Investment Plan: Mr. Lucas, 11,848 shares; Mr. Zeller, 14,890 shares; Mr. Bosler, 6,060 shares; Mr. Breedlove, 4,452 shares; Mr. Robinson, 9,139 shares; Dr. Kulkarni, 5,898 shares; and all executive officers as a group, 56,644 shares. The holders of restricted stock have voting power but no investment power with respect to those shares. The participants in the Imation Retirement Investment Plan have shared voting and investment power with respect to such shares.

(2) Includes 13,500 shares held in a revocable trust.

(3) Dr. Kulkarni left Imation on June  29, 2012.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our directors and executive officers to file reports of ownership and changes in ownership of our common stock with the Securities and Exchange Commission. We are required to identify any of those individuals who did not file such reports on a timely basis. We believe that during 2012 all of our directors and executive officers complied with their Section 16(a) filing requirements.

Related Person Transactions and Related Person Transaction Policy

Agreements with TDK

On July 31, 2007, we acquired substantially all of the assets relating to the marketing, distribution, sales, customer service and support of removable recording media products, accessory products and ancillary products being sold under the TDK Life on Record brand name (“TDK Recording Media”), from TDK Corporation, a Japanese corporation (“TDK”) pursuant to an Acquisition Agreement dated April 19, 2007, between Imation and TDK. The purchase price for the TDK Recording Media operations was approximately $260 million in a combination of cash and stock.

As a result of the transaction, TDK became our largest shareholder. Pursuant to an Investor Rights Agreement, dated July 31, 2007, TDK has the right to designate one employee or director of TDK or any of its affiliates as a nominee to stand for election as a director of the Company. In May 2011, TDK made a determination that it would not require a representative on the Company’s Board of Directors. Pursuant to the Investor Rights Agreement, TDK’s ownership stake will be permitted to increase to up to 21% of our common stock on a fully diluted basis through open market purchases. TDK received certain preemptive rights and registration rights, and TDK agreed to a standstill on further acquisitions of our common stock above the 21% threshold (except as a result of stock repurchases initiated by Imation, in which event TDK’s ownership will not be permitted to exceed 22% of the then outstanding shares). TDK also agreed to a voting agreement with respect to certain matters presented to our shareholders.

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We entered into two long-term Trademark License Agreements with TDK, dated July 31, 2007, with respect to the TDK Life on Record brand, which will continue unless terminated by TDK no earlier than 2032 (2017 in the case of headphones or speakers) or earlier in the event of a material breach of the Trademark License Agreement, specific change of control events or default by Imation. One of the agreements licenses the trademark to Imation for the U.S. territory, while the other licenses the trademark to an Imation affiliate outside the United States. The trademark licenses provide us exclusive use of the TDK Life on Record trademark and logo for marketing and sales of current and successor magnetic tape, optical media and flash memory products, certain accessories, headphones and speakers, and certain future removable recording media products. No additional consideration was paid or is payable to TDK under the Trademark License Agreements outside of the consideration paid by Imation for the acquisition.

We also entered into a Supply Agreement with TDK, dated July 31, 2007, which allows us to purchase a limited number of LTO tape media and Blu-ray removable recording media products and accessory products for resale under the TDK Life on Record brand name. TDK agreed to supply such products on competitive terms and TDK agreed not to sell any such products to third parties for resale under the TDK Life on Record brand name during the term of the Trademark License Agreements. The Supply Agreement will continue for so long as TDK manufactures any of the products. We also purchase the following items from TDK on a non-exclusive basis for our Imation branded and Memorex branded products outside of the Supply Agreement: LTO and DDS/DAT tapes, certain specialized optical discs and Blu-Ray recordable media. For 2012, purchases from TDK for inventory items under the Supply Agreement and the other items described above were approximately $40 million.

A copy of the Acquisition Agreement is filed as an exhibit to our Current Report on Form 8-K filed April 25, 2007. Copies of the Investor Rights Agreement, Trademark License Agreements and Supply Agreement are filed as exhibits to our Current Report on Form 8-K filed August 3, 2007. The descriptions of the Acquisition Agreement, Investor Rights Agreement, Trademark License Agreements and Supply Agreement are qualified in their entirety by reference to the full text of those agreements.

In addition, on January 18, 2011, we entered into a Strategic Partner Agreement with TDK to jointly develop and manufacture magnetic tape technologies. Under the Strategic Partner Agreement, Imation and TDK will collaborate on the research and development of future tape formats in both companies’ research centers in the United States and Japan, while consolidating tape coating operations to the TDK Group Yamanashi manufacturing facility. The Agreement has a term of 10 years.

Related Person Transaction Policy

On February 6, 2007, the Audit and Finance Committee of the Board of Directors adopted a written policy regarding transactions with related persons. In accordance with the policy, the Audit and Finance Committee is responsible for the review and approval of all transactions with related persons that are required to be disclosed under the rules of the Securities and Exchange Commission. Under the policy, a “related person” includes any of our directors or executive officers, certain of our shareholders and any of their respective immediate family members. The policy applies to transactions in which Imation is a participant, the amount involved exceeds $120,000 and a related person has a direct or indirect material interest. A related person’s material interest in a transaction is to be determined based on the significance of the information to investors in light of all the circumstances. Under the policy, management is responsible for disclosing to the Audit and Finance Committee all material information related to any covered transaction. The Audit and Finance Committee may use any process and review any information that it determines is reasonable under the circumstances in order to determine whether the covered transaction is fair and reasonable and on terms no less favorable to Imation than could be obtained in a comparable arms-length transaction with an unrelated third party.

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Due to the size of the transaction with TDK, approval of the acquisition of the TDK Recording Media business (and the related TDK Acquisition Agreement, Trademark License Agreements and Supply Agreement) was made by the entire Board of Directors. The Audit and Finance Committee ratified the continuing purchase of the other items purchased from TDK described above. In addition, because the Strategic Partner Agreement was part of a larger restructuring plan for Imation, the approval of the Strategic Partner Agreement was made by the entire Board of Directors, with the TDK director nominee abstaining.

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BOARD OF DIRECTORS

Corporate Governance

Changes in 2013

In April 2012, certain executive officers and the Chairman of our Board of Directors engaged in dialogue with some of our largest shareholders regarding our executive compensation program in connection with our then proposed advisory vote to approve executive compensation at our 2012 Annual Meeting of Shareholders. A number of these shareholders also had comments related to our governance practices, and we made certain changes in response to those comments which are described below under “Majority Voting for the Election of Directors” and “Rights Plan.”

Majority Voting for the Election of Directors

In February 2013, the Board of Directors amended our bylaws to change the voting standard for the election of directors from a plurality to a majority of the votes cast. A majority of the votes cast means that the number of shares voted “FOR” a director must exceed the number of votes cast “AGAINST” that director. In a contested election, a situation in which the number of nominees exceeds the number of directors to be elected, the standard for election of directors will be a plurality of the shares represented in person or by proxy at the Annual Meeting and entitled to vote on the election of directors. A plurality means that the nominees receiving the highest number of votes cast will be elected.

If a nominee who is serving as a director is not elected at the shareholder meeting, under Delaware law the director would continue to serve on the Board as a “holdover director.” However, under our amended bylaws, any director who fails to be elected must offer to tender his or her resignation to the Board of Directors. The Nominating and Governance Committee will then make a recommendation to the Board whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. The director who tenders his or her resignation will not participate in the Board’s decision.

Rights Plan

In 2006, we adopted a shareholder rights plan under which we issued one preferred share purchase right for each share of our common stock (the “Rights Plan”). In February 2013, the Board of Directors amended our Rights Plan changing the final expiration date from July 1, 2016 to February 11, 2013, effectively terminating the Rights Plan.

Corporate Governance Guidelines

Our Board of Directors is committed to sound and effective corporate governance practices. Our Board of Directors has adopted Corporate Governance Guidelines (“Guidelines”) which describe the Board’s governance principles and procedures. The Guidelines, which comply with the criteria established under the New York Stock Exchange listing standards, cover director qualifications and retirement policy, director responsibilities, Board committees, director access to officers and employees, director compensation, director orientation and continuing education, Chief Executive Officer evaluation and management succession, and the annual performance evaluation of the Board. The Guidelines are available on our website. The Internet address for our website is www.imation.com and the Guidelines can be found on our “Corporate Governance” page, which can be accessed from the “Investor Relations” page, which can be accessed from the main web page.

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Code of Ethics

We have had a Business Conduct Policy in place since our inception that applies to all employees and our Board of Directors. The Business Conduct Policy is available on our website. The Internet address for our website is www.imation.com. The Business Conduct Policy may be found on our “Corporate Governance” page, which can be accessed from the “Investor Relations” page, which can be accessed from the main web page.

Annual Meeting Attendance Policy

Directors are expected to attend our Annual Meeting of Shareholders. All nine of our then current directors attended our 2012 Annual Meeting of Shareholders.

Communications with the Board

Our Board of Directors has a process in place for interested parties to communicate directly with our directors. If any interested party wants to make concerns known to our Board of Directors, non-management directors or Non-Executive Chairman, communication can be sent to directors@imation.com or Imation Corp., P.O. Box 64898, St. Paul, MN 55164-0698, Attn: Board of Directors. Communications sent to directors@imation.com or the mailing address will be sent to the chair of our Audit and Finance Committee who will then circulate the communications to the Board members as appropriate.

Director Independence and Determination of Audit Committee Financial Expert

Our Board of Directors reviewed the independence of our directors and nominees in February 2013. The Board made this review to determine whether any of the relationships or transactions described below, if existing, were inconsistent with a determination that the director or nominee is independent. During this review, our Board reviewed:

• whether there were any transactions or relationships between each director, nominee or any member of his or her immediate family and us and our subsidiaries and affiliates; and

• whether there were any relationships between the directors or nominees and senior management and between directors or nominees and our independent registered public accounting firm.

Other than Mark E. Lucas, our President and Chief Executive Officer, none of the directors or nominees had any relationship with us other than as shareholder and director. Therefore, the Board affirmatively determined that all of the directors and nominees, other than Mark E. Lucas are independent as defined under the New York Stock Exchange listing standards.

In February 2013, the Board also reviewed whether the Audit and Finance Committee had an audit committee financial expert as defined in the Securities and Exchange Commission rules. The Board reviewed the skills and experience required under the rules and determined that Messrs. Bunting, Haggerty, LaPerch, Matthews and White and Ms. Rautio are audit committee financial experts as defined under those rules.

Non-Executive Chairman

The Board believes it is appropriate to separate the office of Chairman of the Board from the office of the Chief Executive Officer in order to preserve and strengthen the oversight role of the Board of Directors. The Board believes it is the Chairman of the Board’s responsibility to run the Board and the Chief Executive Officer’s responsibility to run our company. For these reasons, the Board determined

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that it is in the shareholders’ best interest to have an independent chairman whose sole job is leading the Board of Directors and in 2007 appointed a Non-Executive Chairman who is not part of our management. The Board reviews periodically whether to retain the Non-Executive Chairman position and, as long as the position is retained, will review, at least once per year, who the Non-Executive Chairman will be. As long as there is a Non-Executive Chairman of the Board, the Board will not designate a lead director. The Non-Executive Chairman is responsible for coordinating activities of, and communication with, the Board, including leading the meetings of the Board of Directors and the executive sessions of the non-management directors; facilitating communications between the directors and management; establishing the agenda for Board meetings; working with the Chief Executive Officer and the Board on defining a process for developing corporate strategy and providing oversight and guidance in its development; and for other matters as determined by the Board from time to time. L. White Matthews, III was appointed the Non-Executive Chairman in May 2012 for a term ending at the 2013 Annual Meeting of Shareholders.

Meetings of the Board and Board Committees

Meetings of the Board

During 2012, the Board of Directors held a total of eight meetings, and the various committees of the Board met a total of nineteen times. Each incumbent director attended 83% or more of the total meetings of the Board of Directors and the Board committees on which the director served, with all but one of the directors attending at least 95%. The non-management directors of the Board met at scheduled executive sessions at each Board meeting. The Non-Executive Chairman, currently L. White Matthews, III, presided at these sessions.

Committees of the Board

The standing committees of the Board of Directors are the Audit and Finance Committee, Compensation Committee and Nominating and Governance Committee. Each of the Board committees has adopted a written charter which describes the functions and responsibilities of the committee. The charters for our Audit and Finance Committee, Compensation Committee and Nominating and Governance Committee are available on our web site. The Internet address for our website is www.imation.com. The charters are on our “Corporate Governance” page, which can be accessed from the “Investor Relations” page, which can be accessed from the main web page. The Board also establishes subcommittees from time to time to review particular issues such as material merger and acquisition activity.

Audit and Finance Committee

Members:	Six non-employee directors:
	Ms. Rautio (Chair) and Messrs. Bunting, Haggerty, LaPerch, Matthews and White. All of the members of the Audit and Finance Committee are independent directors as defined under the New York Stock Exchange listing standards and the rules of the Securities and Exchange Commission.

Number of meetings in 2012: Ten

Functions:

• Reviews our consolidated financial statements, including accounting principles and practices

• Has the authority to appoint or replace our independent registered public accounting firm and approve the scope of its audit services

• Reviews and approves non-audit services performed by our independent registered public accounting firm

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• Reviews our compliance procedures and scope of internal controls

• Reports to the Board of Directors on the adequacy of financial statement disclosures and adherence to accounting principles

• Reviews financial policies which may impact our financial statements

• Oversees our internal audit function with the Director of Internal Audit reporting directly to the Audit and Finance Committee

• Monitors compliance with financing agreements

• Monitors the functions of our Pension and Retirement Committee

• Reviews and approves any related person transactions under our related person transaction policy

Under our Guidelines, no director may serve on a total of more than three public company audit committees. All of our directors are in compliance with that provision of our Guidelines.

Compensation Committee

Members:	Six non-employee directors:
	Mr. White (Chair) and Messrs. Berg, Bunting, LaPerch, Matthews and Stevens. All of the members of the Compensation Committee are independent directors as defined under the New York Stock Exchange listing standards.

Number of meetings in 2012: Four

Functions:

• Reviews and approves compensation and benefits programs for our executive officers and key employees

• Oversees executive evaluation process and approves compensation for executives other than the Chief Executive Officer

• Reviews and recommends Chief Executive Officer compensation to the independent directors

• Reviews executive stock ownership guidelines and progress in meeting the guidelines

• Oversees implementation of certain stock and compensation plans

Nominating and Governance Committee

Members:	Four non-employee directors:
	Mr. Haggerty (Chair), Mr. Berg, Ms. Rautio and Mr. Stevens. All of the members of the Nominating and Governance Committee are independent directors as defined under the New York Stock Exchange listing standards.

Number of meetings in 2012: Five

Functions:

• Advises and makes recommendations to the Board on all matters concerning directors (such as independence evaluations, committee assignments, director compensation and director stock ownership guidelines) and corporate governance matters

• Advises and makes recommendations to the Board on the selection of candidates as nominees for election as directors

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• Reports to the Board on succession planning, including succession in the event of retirement of the Chief Executive Officer

• Oversees the evaluation of the Chief Executive Officer

Risk Oversight

Our Board of Directors has responsibility for risk oversight, focusing on our overall risk management strategy, our degree of tolerance for risk, and the steps management is taking to manage our risks. Management reports on its risk management process on a quarterly basis to the Board of Directors. The Audit and Finance Committee also receives quarterly reports on key financial risks that could affect us.

We have designated an executive officer to oversee our risk management process. That executive officer provides the quarterly reports regarding our risk management process. He is an experienced corporate executive who is familiar with our global businesses, locations and personnel, and the industries in which we operate. He has the position and authority sufficient to hold others accountable for risk mitigation activities. Prior to 2010, the risk management process was facilitated by the head of internal audit. However, our management determined it would be more appropriate to designate one of our executive officers to oversee the risk management process, so that internal audit would have the independence to evaluate the effectiveness of the risk management process.

The Board of Directors oversees our risk management process and our management is responsible for day-to-day risk assessment and mitigation activities. We believe this division of responsibilities provides an effective approach for addressing our risks and that our Board leadership structure (with the separation of the Chairman of the Board from the Chief Executive Officer to strengthen the Board of Directors general oversight role) is aligned with this approach.

Director Nominations

The Nominating and Governance Committee will consider qualified candidates for Board membership submitted by shareholders. A candidate for election to the Board needs the ability to apply good business judgment and must be in a position to properly exercise his or her duties of loyalty and care in his or her representation of the interests of shareholders. Candidates should also exhibit proven leadership capabilities, high integrity and experience with a high level of responsibilities within their chosen fields, and have the ability to quickly grasp complex principles of business, finance and international transactions and those regarding our industry. In general, candidates will be preferred who hold an established executive level position and have extensive experience in business, finance, law, education, research or government. The Nominating and Governance Committee also reviews the current composition of the Board to determine the needs of the Board in terms of diversity of candidates including diversity of skills, experience, race, national origin or gender, but the Nominating and Governance Committee does not have a specific policy with regard to the consideration of diversity. The Nominating and Governance Committee will consider all these criteria for nominees identified by the Nominating and Governance Committee, by shareholders or through some other source. The Nominating and Governance Committee also uses external search firms to assist it in locating candidates that meet the criteria for qualified candidates. The Nominating and Governance Committee retained Heidrick & Struggles and CTPartners in 2012 to provide such assistance. When current Board members are considered for nomination for re-election, the Nominating and Governance Committee will also take into consideration their prior Board contributions, performance and meeting attendance records.

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Shareholders who want to submit a qualified candidate for Board membership can do so by sending the following information to the Nominating and Governance Committee (through our Corporate Secretary at 1 Imation Way, Oakdale, MN 55128):

• name of the candidate and a brief biographical sketch and resume;

• contact information for the candidate and a document evidencing the candidate’s willingness to serve as a director if elected; and

• a signed statement as to the submitting shareholder’s current status as a shareholder and the number of shares currently held.

The Nominating and Governance Committee will conduct a process of making a preliminary assessment of each proposed nominee based upon his or her resume and biographical information, an indication of the individual’s willingness to serve and other relevant information. This information will be evaluated against the criteria set forth above and our specific needs at that time. Based upon a preliminary assessment of the candidate(s), those who appear best suited to meet our needs may be subject to a background investigation and may be invited to participate in a series of interviews, which are used as a further means of evaluating potential candidates. On the basis of information learned during this process, the Nominating and Governance Committee will determine which nominee(s) to recommend to the Board to submit for election at the next annual meeting. The Nominating and Governance Committee will use the same process for evaluating all nominees, regardless of the original source of the nomination. Any nominations for director to be made at an annual meeting of shareholders must be made in accordance with the requirements described in the section entitled “Shareholder Proposals for 2014 Annual Meeting.”

Compensation of Directors

Non-employee directors receive the following compensation for service on our Board:

• Annual Retainer:    $50,000

• Committee Chairman Fee:

• $7,500 per year for serving as chair of the Nominating and Governance Committee

• $10,000 per year for serving as chair of the Compensation Committee

• $10,000 per year for serving as chair of the Audit and Finance Committee

• Non-Executive Chairman Fee:    $87,500 (in addition to the Annual Retainer received by all Directors, for a total of $137,500)

• Meeting Attendance:

• Board meetings: $1,500 per meeting for attendance in person and $1,000 per meeting for attendance via telephone or video conference

• Committee meetings: $1,500 per meeting for attendance in person and $1,000 per meeting for attendance via telephone or video conference

• Interview of Board Candidates:    $1,500 per interview where travel outside of regularly scheduled Board meetings is required.

• Equity Grants:    Directors receive an initial equity grant of restricted stock on the date a person becomes a director and an additional annual equity grant of restricted stock on the date of the annual meeting of shareholders each year. The annual equity grant is a dollar value of $175,000 in restricted stock, valued under a modified Black-Scholes model. The Non-Executive Chairman of the Board receives an additional equity grant of $87,500, also in restricted stock using the

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same valuation model. The restricted stock vests in one year but may accelerate under certain circumstances such as death, disability, retirement and change of control of Imation, as defined under the 2005 Director Program, as amended. The initial equity grant for a director or Non-Executive Chairman who is first elected at a time other than the annual meeting of shareholders is prorated based on the dollar value of the equity grant to directors or the Non-Executive Chairman at the time of the preceding annual meeting of shareholders.

• Matching Gift:    We match gifts made by each director to qualified charitable institutions in an amount up to $7,500 per year. This amount was $15,000 for fiscal year 2012.

• Continuing Education Program Reimbursement:    We encourage our directors to attend continuing education programs for directors and reimburse any director who chooses to attend such programs for the cost of attending the program, including travel and lodging, at the maximum rate of one program per year.

• Travel Reimbursement:    We reimburse directors for travel costs of attending Board meetings, other meetings with management and interviews of Board candidates.

The Nominating and Governance Committee reviews Board compensation every year based on a market analysis provided by the Nominating and Governance Committee’s compensation consultant which is the same compensation consultant used by the Compensation Committee. For 2013 and 2012, the compensation consultant is Aon Hewitt. The compensation consultant advises the Nominating and Governance Committee on the competitive position of Board of Directors compensation relative to the peer group of companies used for executive compensation and based on market trends such as mix of cash and equity.

In May 2012, the Board, as recommended by the Nominating and Governance Committee, approved a change in the equity grant for directors and the Non-Executive Chairman from 50% options and 50% restricted stock to 100% restricted stock. In November 2012, the Board, as recommended by the Nominating and Governance Committee, reduced the matching gift amount from up to $15,000 to up to $7,500, effective January 1, 2013. The Nominating and Governance Committee is currently evaluating what, if any, changes to the Board compensation program would be appropriate for 2013. Employee directors are not compensated for their service on the Board of Directors.

In lieu of cash, non-employee directors may elect to receive all or part of their Annual Retainer, Non-Executive Chairman fee, Committee Chairman fee and meeting fees in shares of common stock or in restricted stock units equivalent to shares of common stock.

	Director Compensation for Fiscal Year 2012
Name	Fees Earned or Paid in  Cash ($)			Stock Awards ($)(1)			All Other Compensation ($)(2)		Total ($)
David P. Berg		76,002	(3)		175,000			5,000		256,002
Theodore H. Bunting, Jr.		26,610			84,384			0		110,994
Charles A. Haggerty		89,500			175,000			15,000		279,500
William G. LaPerch		26,610			84,384			0		110,994
Ronald T. LeMay		13,000	(4)		0			2,500		15,500
L. White Matthews, III		170,000	(5)		262,500	(6)		11,500		444,000
Trudy A. Rautio		89,503	(7)		175,000			15,000		279,503
David B. Stevens		78,000			175,000			0		253,000
Glen A. Taylor		59,008	(8)		0	(9)		2,500		61,508
Daryl J. White		88,500	(10)		175,000			0		263,500

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(1) On May 2, 2012, each director, other than Messrs. Bunting, LaPerch and LeMay, were awarded 30,382 shares of restricted stock. The grant date fair value of that restricted stock award is $175,000. On November 8, 2012, Messrs. Bunting and LaPerch were awarded 20,044 shares of restricted stock in connection with their election to the Board of Directors. The grant date fair value of that restricted stock award is $84,384. Mr. LeMay retired from the Board on May 2, 2012 and did not receive an award of restricted stock. In accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”), we chose the grant date fair value of the restricted stock as equivalent to the closing stock price on the date of grant: $5.76 (May 2, 2012) and $4.21 (November 8, 2012). The number of shares of restricted stock that are outstanding for each director at fiscal year end is 30,382, other than for Mr. Bunting and Mr. LaPerch for whom the number of shares of restricted stock is 20,044, Mr. LeMay and Mr. Taylor for whom the number of shares of restricted stock is 0 and Mr. Matthews for whom the number of shares of restricted stock is 45,573. See footnotes 4, 6 and 8.

(2) These amounts represent matching gifts by Imation to qualified charitable institutions of $5,000 for Mr. Berg, $15,000 for Mr. Haggerty and Ms. Rautio, $11,500 for Mr. Matthews and gifts by Imation of $2,500 for Mr. LeMay and Mr. Taylor to qualified charitable institutions as recognition for their service to the Board in connection with their departure. See footnotes 4 and 8.

(3) Mr. Berg elected to receive 25% of his annual retainer and 100% of his meeting fees in shares of common stock in lieu of cash. That election resulted in the conversion of $38,502 into 6,926 shares of common stock.

(4) Mr. LeMay retired from our Board on May 2, 2012.

(5) Mr. Matthews is Non-Executive Chairman of the Board and this amount includes that fee.

(6) Mr. Matthews, as Non-Executive Chairman of the Board, received an additional restricted stock award of 15,191 shares on May 2, 2012. The grant date fair value of the restricted stock award is $87,500. In accordance with FASB ASC Topic 718, we chose the grant date fair value of the restricted stock as equivalent to the closing stock price on the date of grant: $5.76.

(7) Ms. Rautio is Chairman of our Audit and Finance Committee and this amount includes the Committee Chairman fee. Ms. Rautio also elected to receive her cash compensation in shares of common stock in lieu of cash. That election resulted in the conversion of $89,503 to 15,548 shares of common stock.

(8) Mr. Taylor elected to receive his cash compensation in shares of common stock in lieu of cash. That election resulted in the conversion of $59,004 to 9,906 shares of common stock. Mr. Taylor resigned from our Board effective November 8, 2012.

(9) Mr. Taylor was granted 30,382 shares of restricted stock on May 2, 2012 along with all of the other directors on the Board, but the shares did not vest because he left the Board prior to vesting. See footnote 8.

(10) Mr. White is Chairman of our Compensation Committee and this amount includes the Committee Chairman fee.

We expect our Board compensation to decrease in fiscal 2013. The Nominating and Governance Committee has evaluated the constituency of our Board and has determined that it will not be necessary at this time to add additional Board members after the retirement of Mr. White and Mr. Haggerty in May of 2013. See “Board Retirement Policy.”

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Stock Ownership Guidelines

Our director stock ownership guidelines provide that each of our directors is encouraged to own stock valued at not less than $130,000. The stock ownership should be considered a long-term investment and be achieved within five years of joining the Board of Directors. The value of director’s ownership is calculated two ways, based on (1) the current market value and (2) the value at the time the director became subject to the director stock ownership guidelines. A director would be in compliance if the director meets the guidelines under either calculation.

Board Retirement Policy

The Board has adopted a retirement policy that provides that:

• non-employee directors cannot be nominated for re-election as a director at the next annual meeting of shareholders following either 15 years of service as a director or reaching the age of 70, whichever comes first;

• a director who is also our Chief Executive Officer must submit his or her resignation from the Board when he or she ceases to be the Chief Executive Officer; and

• any other director who is an employee must retire from the Board (i) at the time of a reduction in his or her duties or responsibilities as an officer unless the Board at its sole discretion determines the officer continues to be qualified to act as a director, (ii) upon termination of his or her active service as an employee or (iii) upon attaining the age of 65, whichever is earliest.

Mr. White has reached 15 years of service and Mr. Haggerty has reached the age of 70 and they have not been nominated for re-election as Directors under our retirement policy.

Indemnification Agreements

It is our policy to indemnify directors and officers against any costs, expenses and other liabilities to which they may become subject by reason of their service to us and to insure our directors and officers against such liabilities to the extent permitted by applicable law. Our bylaws provide for indemnification of our directors, officers and employees against those costs, expenses and other liabilities as long as the director, officer or employee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests. We have also entered into indemnity agreements with each of our directors where we have agreed to indemnify each director to the full extent provided by applicable law and our bylaws as currently in effect.

ITEM NO. 1

ELECTION OF DIRECTORS

General Information

Our Board of Directors is currently composed of nine directors divided into three classes. The members of each class are generally elected to serve three-year terms with the term of office of each class ending in successive years. Messrs. Bunting, Haggerty, LaPerch and White are the four directors serving in Class II with terms expiring at the 2013 Annual Meeting. Mr. Haggerty has reached age 70 and Mr. White has reached 15 years of service, and, under our retirement policy, will not be standing for re-election. Messrs. Bunting and LaPerch have been nominated by the Board of Directors for re-election for three year terms at the Annual Meeting. Mr. Bunting, who was elected to the Board on November 8, 2012, was initially identified in 2012 as a possible director candidate by Heidrick & Struggles, one of the Nominating and Governance Committee’s external search firms in 2012. Mr. LaPerch, who was elected to the Board on November 8, 2012, was initially identified in 2012 as a possible director candidate by CTPartners, one of the Nominating and Governance Committee’s external search firms in 2012.

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Each of the nominees standing for election has indicated a willingness to serve if elected. However, if any nominee becomes unable to serve before the election, the shares represented by proxy may be voted for a substitute designated by the Board.

Each Class II nominee elected will hold office until the annual meeting of shareholders to be held in 2016 or until his or her successor has been duly elected and qualified, unless prior to such meeting the director resigns or his directorship becomes vacant due to his or her death or removal.

Information Concerning Directors

All of our directors meet the expectations described in the section entitled “Director Nominations.” In addition, each director has a particular area of expertise that is of value to Imation and has led to the creation of a well-rounded Board of Directors. Included at the end of each director’s biography is a description of the particular experience, qualifications, attributes or skills that led the Board to conclude that each of our directors should serve as a director of Imation.

Director Nominees — Class II (Term Ending 2013)

Theodore H. Bunting, Jr. Theodore H. Bunting, Jr., age 54, has been the Group President, Utility Operations, Entergy Corporation (an integrated energy company engaged primarily in electric power production and retail distribution operations) since June 2012. From August 2007 to May 2012, he served as Senior Vice President and Chief Accounting Officer for Entergy Corporation and its subsidiaries. Prior to that, he held numerous executive positions within Entergy Corporation. He is also a certified public accountant. Mr. Bunting has been a director of Imation since November 2012. Mr. Bunting brings to our Board his experience as a financial leader with significant depth and breadth of knowledge in dealing with complex financial and accounting matters for public companies as well as broad managerial expertise.

William G. LaPerch William G. LaPerch, age 57, was the Chief Executive Officer, President and Director of AboveNet Inc. (a leading provider of high bandwidth connectivity solutions for businesses and carriers) from January 2004 to July 2012. Prior to that, he served as AboveNet’s Senior Vice President of Operations. Prior to AboveNet, Mr. LaPerch served in executive management positions at MCI Telecommunications (a global business and residential communications company) and NYNEX Corporation (a regional telephone holding company). Mr. LaPerch has been a director of Imation since November 2012. Mr. LaPerch brings to our Board his extensive experience in operations and strategic planning, turnaround and rapid-change environments, organic business growth and cloud infrastructure.

Board Members Continuing in Office — Class III (Term Ending 2014)

David P. Berg David P. Berg, age 51, has been the President, Outback Steakhouse International (a chain of Australian themed steakhouse restaurants owned by Bloomin’ Brands Inc.), since

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September 2011 and Executive Vice President, Bloomin’ Brands, Inc. (one of the largest casual dining restaurant companies in the world with a portfolio of leading, differentiated restaurant concepts) since January 2012. From June 2010 to September 2011, Mr. Berg was Chief Operating Officer and Executive Vice President, Global Business Development of General Nutrition Centers, Inc. (“GNC”) (a leading global specialty retailer of nutritional products including vitamin, mineral, herbal and other specialty supplements and sports nutrition, diet and energy products) and Chief Operating Officer of its indirect parent, GNC Acquisition Holdings, Inc. From September 2009 to June 2010, Mr. Berg was Executive Vice President, Global Business Development and Chief Operating Officer, International of GNC. From 2002 to March 2009, Mr. Berg served in various capacities for Best Buy, Inc. (a multinational retailer of technology and entertainment products and services), including Executive Vice President and Chief Operating Officer, Best Buy International from July 2008 to March 2009, Executive Vice President, International Strategy and Corporate Development from March 2008 to July 2008, Senior Vice President, International Strategy and Corporate Development from March 2007 to March 2008, Chief Operating Officer, Best Buy International from July 2006 to March 2007, Senior Vice President, Strategic Alliances from September 2004 to July 2006 and Vice President and Associate General Counsel from December 2002 to September 2004. From 2001 to 2002, he was the President and Chief Operating Officer, International Division of Danka Business Systems (a United Kingdom-based office equipment and solutions company). Mr. Berg has been a director of Imation since July 2010. Mr. Berg brings to our Board extensive experience in retail, international business, mergers and acquisitions and operations.

Trudy A. Rautio Trudy A. Rautio, age 60, is the President and Chief Executive Officer of Carlson Companies, Inc., (a global hospitality and travel company), a position she has held since August 2012. From February 2005 to August 2012, Ms. Rautio served as Executive Vice President and Chief Financial Officer of Carlson. In 2010 she also assumed the title of Chief Administrative Officer for Carlson by adding responsibility for the Information Technology function. From 2003 to February 2005, Ms. Rautio served as President and Chief Operating Officer for Carlson Hotels, The Americas and from 1997 to 2003 served as Executive Vice President and Chief Financial Officer of Carlson Hospitality Worldwide and Chief Administrative Officer, Carlson Hotels. From 1993 until 1997, she served in various capacities for Jostens, Inc. (a leading provider of products, programs and services that help people celebrate important moments, recognize achievements and build affiliations), including as Senior Vice President, Finance from 1994 until 1997. From 1982 until 1993, Ms. Rautio served in various capacities for The Pillsbury Company (a leading food

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company). Ms. Rautio is a director of The Rezidor Hotel Group, a publicly-traded company on the Stockholm exchange, and Securian Holding Company and Carlson Wagonlit Travel, Inc., both privately-held companies. Ms. Rautio has been a director of Imation since July 2010. Ms. Rautio brings to our Board her broad managerial experience as the chief executive officer of a large international corporation and her financial expertise in dealing with accounting principles, evaluating financial results and overseeing the financial reporting process of large public and private corporations. Ms. Rautio also brings additional board experience having served as a director of several public and privately-held companies and contributes to the diversity of our Board.

Board Members Continuing in Office — Class I (Term Ending 2015)

Mark E. Lucas Mark E. Lucas, age 58, is President and Chief Executive Officer of Imation, a position he has held since May 2010. From March 2009 to May 2010, Mr. Lucas was President and Chief Operating Officer of Imation. Prior to joining Imation, Mr. Lucas served as Chairman and Chief Executive Officer of Geneva Watch Group (a privately held company that is a leading designer, manufacturer and distributor of watches, pens and clocks under both its own brand and licensed brands) from November 2005 to August 2008. Prior to that role, Mr. Lucas served as President and Chief Executive Officer of Altec Lansing Technologies (a manufacturer of consumer audio equipment) from June 2001 to August 2005. Mr. Lucas has also held executive management positions at Iomega Corporation (a data storage solutions company) from 2000 to 2001, The Gillette Company (a developer, manufacturer and seller of blades and razors, toiletries and cosmetics) from 1996 to 1999 and Duracell International Inc. (manufacturer and marketer of high-performance alkaline and other batteries) from 1988 to 1996 and started his career at Nestle Corp. Mr. Lucas was a director of Imation from April 2007 to February 2009 and served as a member of Imation’s Audit and Finance Committee and Compensation Committee. Mr. Lucas resigned from the Board of Directors of Imation in connection with his appointment as President and Chief Operating Officer. Mr. Lucas’ resignation from the Board of Directors was a requirement of his employment. Mr. Lucas was again elected as a director of Imation in May 2010. He is a director of Noble Biomaterials, Inc., a privately-held company. Mr. Lucas brings to our Board his significant experience in consumer packaged brands and goods, electronics and data storage businesses across both business and retail channels. He has experience in managing businesses globally, including global supply chains and manufacturing operations and also has strong change management skills.

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L. White Matthews, III L. White Matthews, III, age 67, has been active in corporate board work since he retired in September 2001. From July 1999 until September 2001, Mr. Matthews served as Executive Vice President and Chief Financial Officer of Ecolab, Inc. (a developer and marketer of cleaning and sanitizing products and services) as well as a member of its Board of Directors. Mr. Matthews was retired from May 1998 to July 1999. From February 1977 to May 1998, Mr. Matthews served in various financial positions with Union Pacific Corporation (a company involved in rail/truck transportation and oil/gas exploration and production). From November 1989 to May 1998 he was Executive Vice President and Chief Financial Officer of Union Pacific and he was a member of its Board of Directors from 1994 to 1998. Mr. Matthews has been a director of Imation since February 2003. He is a director and Chairman of the Board of Constar International Inc., a privately-held company, and a director of PNC Mutual Funds, Inc., a privately-held company. Mr. Matthews was also a director of two publicly-held companies: Matrixx Initiatives, Inc. from 2003 to 2011 and Ceridian Corporation from 2005 to 2008 where he served as Chairman of the Board in his last year. Mr. Matthews brings to our Board his experience as a financial leader with a variety of executive positions and public company board experiences. Those experiences have provided him with significant depth and breadth of knowledge in dealing with complex financial and accounting matters, the experience of managing large organizations in public companies and overall business leadership skills. Mr. Matthews also brings corporate governance expertise from his experiences on the board of directors of several public and privately-held companies and his experience in dealing with leadership and management in challenging times.

David B. Stevens David B. Stevens, age 50, has been the Chief Technology Officer of Brocade Communications Systems, Inc. (a provider of networking solutions for data centers, enterprises and service providers) since September 2008. In 2011, he also assumed responsibility for Corporate Development activities, becoming Vice President, Corporate Development. From October 2005 to June 2008, Mr. Stevens was co-founder and Chief Executive Officer of Palo Alto Networks, Inc. (a privately held company that develops next-generation firewall products). Mr. Stevens previously served as the Vice President and CTO of Brocade Communications Systems, Inc. having joined the company through the acquisition of Rhapsody Networks, where he served as the founding Chief Executive Officer and Vice President of Business Development. Prior to that, Stevens served in senior management positions at Atmosphere Networks, Nortel, Bay Networks and SynOptics Communications. Mr. Stevens has been a director of Imation since March 2012. Mr. Stevens brings to our Board his extensive technology experience with over 20 years of experience in the enterprise networking, security, computer and data storage industries.

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The Board of Directors recommends you vote FOR the election of each of the nominees as directors of Imation for the term indicated above. Assuming the presence of a quorum, directors are elected by the majority of the votes cast with respect to such director at the Annual Meeting. A majority of the votes cast means that the number of shares voted “FOR” a director must exceed the number of votes cast “AGAINST” that director. In a contested election, a situation in which the number of nominees exceeds the number of directors to be elected (a situation we do not anticipate), the standard for election of directors will be a plurality of the shares represented in person or by proxy at the Annual Meeting and entitled to vote on the election of directors. A plurality means that the nominees receiving the highest number of votes cast will be elected.

If a nominee who is serving as a director is not elected at the Annual Meeting, under Delaware law the director would continue to serve on the Board as a “holdover director.” However, under our bylaws, any director who fails to be elected must offer to tender his or her resignation to the Board of Directors. The Nominating and Governance Committee will then make a recommendation to the Board whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. The director who tenders his or her resignation will not participate in the Board’s decision.

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AUDIT AND FINANCE COMMITTEE REPORT

The Audit and Finance Committee of the Board of Directors (the “Committee”) is composed of non-employee directors, each of whom is independent as defined under the New York Stock Exchange listing standards and the rules of the Securities and Exchange Commission. The Committee operates under a written charter adopted by the Board of Directors which is available on our web site. The Committee has taken the following actions with respect to Imation’s audited financial statements for the year ended December 31, 2012:

• The Committee has reviewed and discussed the audited financial statements with Imation management.

• The Committee has discussed with PricewaterhouseCoopers LLP (“PwC”), Imation’s independent registered public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1 AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

• The Committee has received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Committee concerning independence and has discussed with PwC its independence from Imation. In connection with its review of PwC’s independence, the Committee also considered whether PwC’s provision of non-audit services during the 2012 fiscal year was compatible with the maintenance of its independence and determined that it was.

• Based on the review and discussions described above, the Committee has recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, for filing with the Securities and Exchange Commission.

AUDIT AND FINANCE COMMITTEE

Trudy A. Rautio, Chairman

Theodore H. Bunting, Jr.

Charles A. Haggerty

William G. LaPerch

L. White Matthews, III

Daryl J. White

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AUDIT AND OTHER FEES AND

AUDIT AND FINANCE COMMITTEE PRE-APPROVAL POLICY

Audit and Other Fees

Following is a listing of the services provided by type and amount charged to us by PwC for fiscal years 2012 and 2011:

	Fiscal Year 2012		Fiscal Year 2011
Audit Fees:
GAAP and statutory audits	$	1,939,000	$	1,814,000
Audit-Related Fees:
Services related to business transactions	$	0	$	220,000
Employee benefit plan audits	$	128,000	$	76,000
Attest services and other	$	33,000	$	0
Total Audit-Related Fees	$	161,000	$	296,000
Tax Fees (tax preparation, advice and consulting)	$	285,000	$	424,000
All Other Fees:
Financial training materials	$	2,000	$	2,000

Audit and Finance Committee Pre-Approval Policy of Audit and Permissible Non-Audit Services

All the services provided by PwC are subject to pre-approval by the Audit and Finance Committee. The Audit and Finance Committee has authorized the Chairman of the Audit and Finance Committee to approve services by PwC in the event there is a need for approval prior to the next full Audit and Finance Committee meeting. The Chairman reports any pre-approval decisions to the Audit and Finance Committee at its next scheduled meeting.

With respect to each proposed pre-approved service, PwC provides back-up documentation as requested, including estimated fees regarding the specific services to be provided. The Audit and Finance Committee (or Chairman, as applicable) reviews the services and the estimated fees and considers whether approval of the proposed services will have a detrimental impact on PwC’s independence prior to approving any service. At least annually, a member of our management reports to the Audit and Finance Committee all audit and non-audit services performed during the previous twelve months and all fees billed by PwC for those services.

In fiscal 2012 and 2011, all audit services, audit-related services, tax services and those items described above under all other fees were pre-approved by the Audit and Finance Committee or the Chairman.

ITEM NO. 2

APPROVAL OF AMENDMENTS TO THE 2011 STOCK INCENTIVE PLAN

Summary

On February 8, 2013, the Board adopted, subject to shareholder approval, amendments (the “Stock Plan Amendments”) to the Imation Corp. 2011 Stock Incentive Plan (the “2011 Incentive Plan”). If adopted by our shareholders, the Stock Plan Amendments would:

• increase the number of shares of our common stock that may be issued pursuant to stock-based awards made under the 2011 Incentive Plan by 1,543,000 shares to a total of 6,043,000 shares;

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• modify the definition of performance goals to include additional types of performance targets that our Compensation Committee (for purposes of this summary, the “Committee”) may select when making awards under the 2011 Incentive Plan that are intended to be “qualified performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code;

• clarify that the Committee may grant performance awards under the 2011 Incentive Plan which are not intended to qualify under Section 162(m) of the Internal Revenue Code as well as performance awards which are intended to so qualify;

• clarify that certain limitations that apply to performance awards under the 2011 Incentive Plan apply only to performance awards that are intended to qualify under Section 162(m) of the Internal Revenue Code; and

• remove the limitation on the number of shares that can be issued in the form of awards other than options and stock appreciation rights (“full value awards”) under the 2011 Incentive Plan in light of the Company’s “burn rate commitment” limiting the aggregate number of awards through 2015, as described below.

The 2011 Incentive Plan was approved by our shareholders on May 4, 2011. The purpose of the 2011 Incentive Plan is to promote the interests of Imation and our shareholders by aiding us in attracting and retaining employees, officers, consultants, independent contractors, advisors and non-employee directors capable of assuring the future success of Imation and motivating such persons to put forth maximum efforts for the success of our business. The 2011 Incentive Plan allows us to compensate such persons through various stock-based arrangements and provide them with opportunities for stock ownership in Imation, thereby aligning the interests of such persons with our shareholders. The purpose of the Stock Plan Amendments is to permit the Company to continue to grant awards under the 2011 Incentive Plan beyond the date when the currently authorized shares have been exhausted and to give the Committee additional flexibility in selecting appropriate types of awards and designating appropriate performance targets.

We currently award stock options, restricted stock and cash-based performance awards to employees, officers and restricted stock to non-employee directors under the 2011 Stock Incentive Plan. As of March 11, 2013, we had approximately 1,334,413 shares remaining available for future awards under the 2011 Incentive Plan, of which approximately 141,449 shares remained available for future grants of full value awards.

The Board believes that the continuation of stock-based compensation programs is essential in attracting, retaining and motivating highly qualified officers, employees and non-employee directors to enhance our success. The Stock Plan Amendments will allow us to continue to utilize the 2011 Incentive Plan for stock-based compensation, including full value awards, and will also provide the Committee with additional flexibility in selecting appropriate performance targets when granting performance awards. Therefore, the Stock Plan Amendments will allow the Committee to grant awards under the 2011 Incentive Plan in the future based on then-current objectives for aligning compensation with shareholder value.

A copy of the 2011 Incentive Plan, as amended and restated to reflect the Stock Plan Amendments, is attached as Appendix A to this Proxy Statement, with the amended text marked. The following is a summary of the material terms of the 2011 Incentive Plan as amended and restated by the Stock Plan Amendments, and is qualified in its entirety by reference to the full text of the 2011 Incentive Plan, as amended and restated, attached as Appendix A to this Proxy Statement.

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Administration

The Committee administers the 2011 Incentive Plan and has full power and authority to determine when and to whom awards will be granted, and the type, amount, form of payment and other terms and conditions of each award, including conditions for forfeiture or recoupment of awards, consistent with the provisions of the 2011 Incentive Plan. In addition, the Committee can specify whether, and under what circumstances, awards to be received under the 2011 Incentive Plan or amounts payable under such awards may be deferred automatically or at the election of either the holder of the award or the Committee. Subject to the provisions of the 2011 Incentive Plan, the Committee may amend or waive the terms and conditions, or accelerate the exercisability, of an outstanding award. The Committee has authority to interpret the 2011 Incentive Plan and establish rules and regulations for the administration of the 2011 Incentive Plan.

The Committee may delegate its powers under the 2011 Incentive Plan to one or more directors (including a director who is also an officer), except that the Committee may not delegate its powers to grant awards to executive officers or directors who are subject to Section 16 of the Exchange Act, or in a way that would violate Section 162(m) of the Internal Revenue Code. In addition, the Committee may authorize one or more of our non-director officers to grant stock options under the 2011 Incentive Plan, provided that stock option awards made by these officers may not be made to executive officers or directors who are subject to Section 16 of the Exchange Act. The Board of Directors may also exercise the powers of the Committee at any time, so long as its actions would not violate Section 162(m) of the Internal Revenue Code.

Eligible Participants

Any employee, officer, consultant, independent contractor, advisor or non-employee director providing services to us or any of our affiliates, who is selected by the Committee, is eligible to receive an award under the 2011 Incentive Plan. As of March 11, 2013, approximately 1125 employees, officers, consultants, independent contractors, advisors and directors were eligible as a class to be selected by the Committee to receive awards under the 2011 Incentive Plan.

Shares Available For Awards

The aggregate number of shares of our common stock that may currently be issued under all stock-based awards made under the 2011 Incentive Plan is 4,500,000. If the Stock Plan Amendments are approved by our shareholders, the maximum number of shares authorized under the 2011 Incentive Plan will be increased by 1,543,000 shares to 6,043,000 shares. Certain awards under the 2011 Incentive Plan are subject to limitations as follows:

• No person may be granted in any calendar year awards, the value of which is based solely on an increase in the value of our common stock after the date of grant of the award, of more than 500,000 shares in the aggregate.

• The maximum number of shares that may currently be awarded pursuant to full value awards is 1,100,000. If the Stock Plan Amendments are approved by our shareholders, this limitation will be removed in light of the “burn rate commitment” limiting the aggregate number of awards that can be made under the 2011 Incentive Plan through 2015, as described below.

• Non-employee directors, as a group, may not be granted awards in the aggregate of more than 1,000,000 of the shares available for awards.

The Committee will adjust the number of shares and share limits described above in the case of a stock dividend or other distribution, including a stock split, merger or other similar corporate transaction or event that affects shares of our common stock, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be provided under the 2011 Incentive Plan.

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Burn Rate Commitment

Over the period covering the next three fiscal years (fiscal years 2013, 2014 and 2015), we commit to limiting our average annual burn rate to 5.77%. In calculating our compliance with this maximum burn rate commitment, we define “burn rate” as the number of shares subject to stock awards granted in a fiscal year divided by the weighted average number of shares of our common stock outstanding (basic) during our fiscal year. For purposes of calculating the number of shares subject to stock awards granted in each of the next three fiscal years,(i) awards of stock options and stock appreciation rights will count as one share, and (ii) awards of restricted stock, restricted stock units or other full value awards will count as two shares.

Types of Awards and Terms and Conditions

The 2011 Incentive Plan permits the granting of:

• stock options (including both incentive and non-qualified stock options);

• stock appreciation rights (“SARs”);

• restricted stock and restricted stock units;

• dividend equivalents;

• performance awards of cash, stock or property;

• stock awards; and

• other stock-based awards.

Awards may be granted alone, in addition to, in combination with or in substitution for, any other award granted under the 2011 Incentive Plan or any other compensation plan. Awards can be granted for no cash consideration or for any cash or other consideration as may be determined by the Committee or as required by applicable law. Awards may provide that upon the grant or exercise thereof, the holder will receive cash, shares of our common stock, other securities or property, or any combination of these in a single payment, installments or on a deferred basis. The exercise price per share under any stock option may not be less than the fair market value of our common stock on the date of grant of such option except to satisfy legal requirements of foreign jurisdictions or if the option is in substitution for an option previously granted by an entity acquired by us. The grant price of any SAR may not be less than the fair market value of our common stock on the date of grant of such SAR. Determinations of fair market value under the 2011 Incentive Plan will be made in accordance with methods and procedures established by the Committee. The term of awards will not be longer than ten years from the date of grant. Awards will be adjusted by the Committee in the case of a stock dividend or other distribution, including a stock split, merger or other similar corporate transaction or event that affects shares of our common stock, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be provided under the 2011 Incentive Plan.

Stock Options.    The holder of an option will be entitled to purchase a number of shares of our common stock at a specified exercise price during a specified time period, all as determined by the Committee. The option exercise price may be payable either in cash or, at the discretion of the Committee, in other securities or other property having a fair market value on the exercise date equal to the exercise price.

Stock Appreciation Rights.    The holder of a SAR is entitled to receive the excess of the fair market value (calculated as of the exercise date or, at the Committee’s discretion, as of any time during a specified period before or after the exercise date) of a specified number of shares of our common stock over the grant price of the SAR. SARs vest and become exercisable in accordance with a vesting schedule established by the Committee.

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Restricted Stock and Restricted Stock Units.    The holder of restricted stock will own shares of our common stock subject to restrictions imposed by the Committee (including, for example, restrictions on the right to vote the restricted shares or to receive any dividends with respect to the shares) for a specified time period determined by the Committee. The holder of restricted stock units will have the right, subject to any restrictions imposed by the Committee, to receive shares of our common stock, or a cash payment equal to the fair market value of those shares, at some future date determined by the Committee. The minimum vesting period for restricted stock and restricted stock units is one year from the date of grant. The Committee may permit accelerated vesting in the case of a participant’s death, disability or retirement, or a change in control of Imation. If the participant’s employment or service as a director terminates during the vesting period for any other reason, the restricted stock and restricted stock units will be forfeited, unless the Committee determines that it would be in our best interest to waive the remaining restrictions.

Dividend Equivalents.    The holder of a dividend equivalent will be entitled to receive payments (in cash, shares of our common stock, other securities or other property) equivalent to the amount of cash dividends paid by us to our shareholders, with respect to the number of shares determined by the Committee. Dividend equivalents will be subject to other terms and conditions determined by the Committee, but the Committee may not grant dividend equivalents in connection with grants of options or SARs.

Performance Awards.    In addition to options and SARs, the Committee may currently grant awards under the 2011 Incentive Plan that are intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code. A performance award may be payable in cash or stock and will be conditioned solely upon the achievement of one or more objective performance goals established by the Committee in compliance with Section 162(m) of the Internal Revenue Code. The Committee must determine the length of the performance period, establish the performance goals for the performance period, and determine the amounts of the performance awards for each participant within the time period prescribed by Section 162(m) of the Internal Revenue Code. The Stock Plan Amendments will clarify that performance awards which are not intended to qualify under Section 162(m) of the Internal Revenue Code may be granted under the 2011 Incentive Plan in addition to performance awards which are intended to so qualify, and that only performance awards that are intended to so qualify are subject to the limitations in the 2011 Incentive Plan relating to Section 162(m).

Under the 2011 Stock Incentive Plan, performance goals must currently be based solely on one or more of the following business criteria, applied on a corporate, subsidiary, division, business unit or line of business basis: sales, revenue, costs, expenses, earnings (including one or more of net profit after tax, gross profit, operating profit, earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization and net earnings), earnings per share, earnings per share from continuing operations, operating income, pre-tax income, operating income margin, net income, margins (including one or more of gross, operating and net income margins), returns (including one or more of return on actual or proforma assets, net assets, equity, investment, capital and net capital employed), shareholder return (including total shareholder return relative to an index or peer group), stock price, market capitalization, economic value added, cash generation, cash flow, unit volume, working capital, market share, cost reductions and strategic plan development and implementation. The measure of performance may be set by reference to an absolute standard or a comparison to specified companies or groups of companies, or other external measures. The Stock Plan Amendments will clarify that the limitation on performance goals which are set forth in the 2011 Incentive Plan only apply to performance awards that are intended to qualify as “performance-based compensation” within the meaning of Section 162(m). In addition, the Stock Plan Amendments will expand the list of goals to include product-based goals, ratios (including price to earnings, debt to assets and debt to net assets ratios and ratios regarding liquidity, solvency, productivity or risk). The amended language will also clarify that cash flow goals could include operating cash flow, free cash flow and cash flow return on equity.

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To the extent consistent with Section 162(m) of the Internal Revenue Code, the Committee may establish rules to permit the Committee to adjust any evaluation of the performance under the applicable goals to exclude the effect of certain events, including, but not limited to, asset write-downs; litigation or claim judgments or settlements; changes in tax law, accounting principles or other such laws or provisions affecting reported results; severance, contract termination and other costs related to exiting certain business activities; acquisitions; and gains or losses from the disposition of businesses or assets or from the early extinguishment of debt.

Under the 2011 Incentive Plan, the Committee will certify that the applicable performance goals have been met prior to payment of any performance awards to participants to the extent required by Section 162(m) of the Internal Revenue Code. The maximum amount that may be paid with respect to performance awards to any participant in the aggregate in any calendar year is $2,000,000 in value, whether payable in cash, stock or other property. The Stock Plan Amendments will clarify that the foregoing limitation applies only to the maximum amount payable pursuant to performance awards that are intended to be “qualified performance-based compensation” within the meaning of Section 162(m).

Stock Awards.    The Committee may grant unrestricted shares of our common stock, subject to terms and conditions determined by the Committee and the limitations in the 2011 Incentive Plan.

Other Stock-Based Awards.    The Committee is also authorized to grant other types of awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to our common stock, subject to terms and conditions determined by the Committee and the limitations in the 2011 Incentive Plan.

Accounting for Awards

If an award entitles the holder to receive or purchase shares of our common stock, the shares covered by such award or to which the award relates will be counted against the aggregate number of shares available for awards under the 2011 Incentive Plan. For SARs settled in shares upon exercise, the aggregate number of shares with respect to which the SAR is exercised, rather than the number of shares actually issued upon exercise, will be counted against the number of shares available for awards under the 2011 Incentive Plan. Awards that do not entitle the holder to receive or purchase shares and awards that are settled in cash will not be counted against the aggregate number of shares available for awards under the 2011 Incentive Plan.

If an award is terminated, forfeited or cancelled without the issuance of any shares or if shares covered by an award are not issued for any other reason, then the shares previously set aside for such award will be available for future awards under the 2011 Incentive Plan. If shares of restricted stock awarded under the 2011 Incentive Plan are forfeited or otherwise reacquired by us prior to vesting, those shares will again be available for awards under the 2011 Incentive Plan. Shares withheld as payment of the purchase or exercise price of an award or in satisfaction of tax obligations relating to an award will not be available again for granting awards under the 2011 Incentive Plan.

Duration, Termination and Amendment

Unless discontinued or terminated by the Board, the 2011 Incentive Plan will expire on May 3, 2021. Awards may be granted under the 2011 Incentive Plan until the earlier to occur of termination of the Plan or the date on which all shares available for awards under the 2011 Incentive Plan have been purchased or acquired; provided, however, that incentive stock options may not be granted following the 10-year anniversary of the Board’s adoption of the 2011 Incentive Plan.

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The Board may amend, alter, suspend, discontinue or terminate the 2011 Incentive Plan at any time, although shareholder approval must be obtained for any amendment to the 2011 Incentive Plan that would (1) increase the number of shares of our common stock available under the 2011 Incentive Plan, (2) increase the award limits under the 2011 Incentive Plan, (3) permit awards of options or SARs at a price less than fair market value, (4) permit repricing of options or SARs, or (5) cause Section 162(m) of the Internal Revenue Code to become unavailable with respect to the 2011 Incentive Plan. Shareholder approval is also required for any action that requires shareholder approval under the rules and regulations of the Securities and Exchange Commission, the New York Stock Exchange, The NASDAQ Stock Market LLC or any other securities exchange that are applicable to us.

Prohibition on Repricing Awards

Without the approval of our shareholders, the Committee will not reprice, adjust or amend the exercise price of any options or the grant price of any SAR previously awarded, whether through amendment, cancellation for cash or a replacement grant or any other means, except in connection with a stock dividend or other distribution, including a stock split, merger or other similar corporate transaction or event that affects shares of our common stock, in order to prevent dilution or enlargement of the benefits, or potential benefits intended to be provided under the 2011 Incentive Plan.

Transferability of Awards

Except as otherwise provided by the terms of the 2011 Incentive Plan, awards (other than stock awards) under the 2011 Incentive Plan may only be transferred by will or by the laws of descent and distribution. Under no circumstances may outstanding awards (other than stock awards) be transferred for value.

Federal Income Tax Consequences

Grant of Options and SARs.    The grant of a stock option or SAR is not expected to result in any taxable income for the recipient.

Exercise of Options and SARs.    Upon exercising a non-qualified stock option, the optionee must recognize ordinary income equal to the excess of the fair market value of the shares of our common stock acquired on the date of exercise over the exercise price, and we generally will be entitled at that time to an income tax deduction for the same amount. The holder of an incentive stock option generally will have no taxable income upon exercising the option (except that an alternative minimum tax liability may arise), and we will not be entitled to an income tax deduction. Upon exercising a SAR, the amount of any cash received and the fair market value on the exercise date of any shares of our common stock received are taxable to the recipient as ordinary income and generally are deductible by us.

Disposition of Shares Acquired Upon Exercise of Options and SARs.    The tax consequence upon a disposition of shares acquired through the exercise of an option or SAR will depend on how long the shares have been held and whether the shares were acquired by exercising an incentive stock option or by exercising a non-qualified stock option or SAR. Generally, there will be no tax consequence to us in connection with the disposition of shares acquired under an option or SAR, except that we may be entitled to an income tax deduction in the case of the disposition of shares acquired under an incentive stock option before the applicable incentive stock option holding periods set forth in the Internal Revenue Code have been satisfied.

Awards Other than Options and SARs.    If an award is payable in shares of our common stock that are subject to substantial risk of forfeiture, unless a special election is made by the holder of the award under the Internal Revenue Code, the holder must recognize ordinary income equal to the excess of

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(i) the fair market value of the shares received (determined as of the first time the shares become transferable or not subject to substantial risk of forfeiture, whichever occurs earlier) over (ii) the amount (if any) paid for the shares by the holder of the award. We will generally be entitled at that time to an income tax deduction for the same amount. As to other awards granted under the 2011 Incentive Plan that are payable either in cash or shares of our common stock not subject to substantial risk of forfeiture, the holder of the award must recognize ordinary income equal to (a) the amount of cash received or, as applicable, (b) the excess of (i) the fair market value of the shares received (determined as of the date such shares are received) over (ii) the amount (if any) paid for the shares by the holder of the award. We generally will be entitled at that time to an income tax deduction for the same amount.

Income Tax Deduction.    Subject to the usual rules concerning reasonable compensation, including our obligation to withhold or otherwise collect certain income and payroll taxes, and assuming that, as expected, stock options, SARs and certain other performance awards paid under the 2011 Incentive Plan are “qualified performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code, we generally will be entitled to a corresponding income tax deduction at the time a participant recognizes ordinary income from awards made under the 2011 Incentive Plan.

Special Rules for Executive Officers and Directors Subject to Section 16 of the Exchange Act.    Special rules may apply to individuals subject to Section 16 of the Exchange Act. In particular, unless a special election is made pursuant to the Internal Revenue Code, shares received through the exercise of a stock option or SAR may be treated as restricted as to transferability and subject to a substantial risk of forfeiture for a period of up to six months after the date of exercise. Accordingly, the amount of any ordinary income recognized and the amount of our income tax deduction will be determined as of the end of that period.

Delivery of Shares for Tax Obligation.    Under the 2011 Incentive Plan, the Committee may permit participants receiving or exercising awards, subject to the discretion of the Committee and upon such terms and conditions as it may impose, to deliver shares of our common stock (either shares received upon the receipt or exercise of the award or shares previously owned by the participant) to us to satisfy federal, state or local tax obligations.

Section 409A of the Internal Revenue Code.    The Committee will administer and interpret the 2011 Incentive Plan and all award agreements in a manner consistent with the intent to satisfy the requirements of Section 409A of the Internal Revenue Code to avoid any adverse tax results thereunder to a holder of an award. If any provision of the 2011 Incentive Plan or any award agreement would result in such adverse consequences, the Committee may amend that provision or take other necessary action to avoid any adverse tax results, and no such action will be deemed to impair or otherwise adversely affect the rights of any holder of an award under the 2011 Incentive Plan.

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Historical Awards under the 2011 Incentive Plan

The following table sets forth information with respect to the grants of options, restricted stock, and cash-based performance awards to our named executive officers, directors nominees, and the specified groups set forth below under the 2011 Incentive Plan as of March 11, 2013.

Name and Position/Group	Options Granted		Restricted Stock Granted		Cash-based Performance Awards Granted
Mark E. Lucas		244,089		204,558		5,629,800
President and Chief Executive Officer
Paul R. Zeller		70,632		62,033		1,730,000
Senior Vice President and Chief Financial Officer
Gregory J. Bosler		59,480		48,802		1,400,000
Senior Vice President, Group-Consumer Storage and Accessories
John P. Breedlove		66,606		25,924		720,000
Vice President, General Counsel & Corporate Secretary
Scott J. Robinson		22,305		20,416		560,000
Vice President, Corporate Controller and Chief Accounting Officer
Subodh K. Kulkarni		0		12,092		200,000
Former Senior Vice President and Chief Technology Officer
All current executive officers as a group (6 persons)		508,158		393,054		10,969,800
All current non-executive directors as a group (8 persons)		94,160		289,931		0
Theodore H. Bunting Jr.		0		20,044		0
Director Nominee
William G. LaPerch		0		20,044		0
Director Nominee
Each associate of the above mentioned directors, executive officers or nominees		0		0		0
Each other person who received or is to receive 5% of such award		0		0		0
All employees (other than executive officers) as a group (1111 Persons)		1,741,824		345,281		7,783,350

(1) Dr. Kulkarni left Imation on June 30, 2012 and the grants listed in this table were forfeited to us on his departure pursuant to the terms of the 2011 Incentive Plan.

New Plan Benefits

No awards made under the 2011 Incentive Plan prior to the date of the 2013 Annual Meeting of Shareholders have been made subject to shareholder approval of the Stock Plan Amendments. The number and types of awards that will be granted in the future under the 2011 Incentive Plan, as amended and restated, are not determinable, as the Committee will make these determinations in its sole discretion. Accordingly, it is not possible to determine the benefits that will be received by eligible participants if the 2011 Incentive Plan is approved by our shareholders. The closing price of a share of our common stock as reported on the New York Stock Exchange on March 15, 2013 was $3.78.

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Equity Compensation Plan Information

The following table gives information about our common stock that may be issued under all of our existing equity compensation plans as of December 31, 2012, including the 2011 Stock Incentive Plan, the 2008 Stock Incentive Plan, the 2005 Stock Incentive Plan, the 2000 Stock Incentive Plan and the 1996 Directors Stock Compensation Program. As of December 31, 2012, options and restricted stock had been granted under the 2000 Stock Incentive Plan, 2005 Stock Incentive Plan, 2008 Stock Incentive Plan and 2011 Stock Incentive Plan, and cash-based performance awards had been granted under the 2011 Incentive Plan and options, restricted stock and restricted stock units had been granted to directors under the 2005 Stock Incentive Plan and 1996 Directors Stock Compensation Program. Our shareholders have approved all of the compensation plans listed below.

Equity Compensation Plans Approved by Shareholders	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)
2011 Stock Incentive Plan		1,411,989	(1)	$	8.49		2,067,004
2008 Stock Incentive Plan		2,558,760	(1)	$	10.59		—	(2)
2005 Stock Incentive Plan		1,295,714	(1)	$	32.20		—	(2)
2000 Stock Incentive Plan		455,416		$	32.41		—	(2)
1996 Directors Stock Compensation Program		96,593		$	35.23		—	(2)
Total		5,818,472		$	16.57		2,067,004

(1) This number does not include restricted stock of 825,130 shares under our 2011 Stock Incentive Plan and 107,690 shares under our 2008 Stock Incentive Plan.

(2) No additional awards may be granted under our 2008 Stock Incentive Plan, 2005 Stock Incentive Plan, 2000 Stock Incentive Plan or 1996 Directors Stock Compensation Program.

The Board of Directors recommends that you vote FOR approval of the 2011 Incentive Plan, as amended and restated by the Stock Plan Amendments. The vote required to approve the 2011 Incentive Plan, as amended and restated, is a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote on the matter, provided that the total number of shares that vote on the proposal represents a majority of the shares outstanding on the record date.

ITEM NO. 3

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Audit and Finance Committee has appointed PwC as our independent registered public accounting firm to audit our consolidated financial statements for 2013. PwC has audited our financial statements since PwC was formed in 1998 by the merger of the accounting firms of Price Waterhouse LLP and Coopers & Lybrand L.L.P. Prior to the merger, Coopers & Lybrand L.L.P. audited our financial statements for the years 1996 and 1997. Representatives of PwC will attend the Annual Meeting and will have an opportunity to make a statement if they desire and will be available to respond to appropriate questions.

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Shareholder ratification of the appointment of PwC as our independent registered public accounting firm is not required by our bylaws or otherwise. However, the Board of Directors is submitting the appointment of PwC to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the appointment, the Audit and Finance Committee will reconsider whether or not to retain PwC. Even if the appointment is ratified, the Audit and Finance Committee, which is solely responsible for appointing and terminating our independent registered public accounting firm, may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that a change would be in our best interest and in the best interest of our shareholders.

The Board of Directors recommends you vote FOR ratification of the appointment of the independent registered public accounting firm. The affirmative vote of the holders of a majority of the shares of common stock present in person or by proxy and entitled to vote at the Annual Meeting is required for ratification of the appointment of the independent registered public accounting firm.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary:    Imation’s compensation programs are designed to align our named executive officers’ interests with those of our shareholders by rewarding performance with the objective of increasing shareholder value. We have maintained this focus each year as we review of our executive compensation program and philosophy. In 2010, we began a significant transition as an organization with substantial changes in our business model, as we faced competition in a dynamic and aggressive industry. In May 2010, we also hired a new CEO, who set a new strategic direction. At that time, our new CEO lead a thorough review of our executive compensation program and philosophy with the goal of further increasing the emphasis on pay-for performance . In 2011 and 2012, we continued the increased focus on pay-for-performance. The challenges facing us in our ongoing transition present risk for management, employees and shareholders and we believe that it is important for our executive officers to share in both the risk and potential reward. The overall goal of our changes is to establish a performance culture that enhances the prospects of delivering on our strategy as well as returns to shareholders.

In 2010, we introduced a performance-based component (based on 2010 corporate performance) to the long-term incentive (“LTI”) program that represented 40% of each executive’s LTI grant. In 2011, we continued to increase the focus on performance-based compensation in all three key areas of annual total compensation: base salary, annual bonus and LTI compensation through the following:

• We focused on individual performance criteria in establishing base salary with a more significant weight placed on an executive’s performance against individual annual objectives.

• We tied our Annual Bonus Plan not only to corporate performance but to individual performance based on the objectives. Bonuses, if payable on corporate performance, may be adjusted up or down for each executive by an amount up to 10% of the amount paid based on achievement of those individual performance objectives.

• The performance-based component of LTI grants was changed from an annual metric to a three year performance metric.

In 2012, we continued to increase our focus on performance-based compensation by increasing the performance-based component of each executive’s 2012 LTI grant from 40% to 60%. We also retained the elements described above, consisting of:

• individual performance criteria for establishing base salary and individual objectives;

• individual performance adjustments for the Annual Bonus Plan; and

• a three year metric for LTI grants, with the 2012 metric based on operating income per share at the end of 2014.

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In addition, in April 2012, certain executive officers and the Chairman of our Board of Directors, engaged in dialogue with some of our largest shareholders regarding our executive compensation program in connection with our then proposed advisory vote to approve executive compensation at our 2012 Annual Shareholders Meeting. A number of these shareholders informed us that the dialogue had enabled them to increase their understanding of our compensation program. Several of these shareholders focused on matters related to increasing the performance-based component of our executive compensation program and eliminating tax gross-ups provided to executives¹. After those discussions, at our last Annual Shareholders Meeting held in May 2012, our shareholders approved an advisory (non-binding) proposal concerning our executive compensation program with approximately 65% of the votes cast in favor of the proposal.

After the May 2012 Annual Shareholders Meeting, the Compensation Committee reviewed:

• feedback received from shareholders in April 2012,

• feedback from the major proxy advisory firms based on their analyses of our fiscal 2011 executive compensation program,

• the results of our 2012 advisory vote to approve our executive compensation program, and

• data regarding market practice among the companies in our peer group and an analysis of executive compensation “best practices” as prepared by its compensation consultant, Aon Hewitt.

The Compensation Committee deliberated extensively concerning our fiscal 2013 executive compensation and, based on the items described above, continued to focus on changes to further strengthen the link between compensation and performance. As a result of the deliberation and analysis, the Compensation Committee approved additional changes:

• The performance-based component of each executive’s LTI grant was increased from 60% to 100% for 2013.

• Effective January 1, 2012, we no longer provide gross-ups on executive perquisites. Instead of providing payment for certain perquisites (with a gross-up for taxes), each executive officer is provided with a small market-driven perquisite allowance (which is not grossed-up for taxes) to be used on the perquisites chosen by each executive officer. See “Other Compensation and Benefits.”

• The provision of excise tax gross-up payments in executive severance agreements will be eliminated for all future executive hires. See “Severance Benefits.”

We believe that these changes respond to the concerns expressed by our shareholders and further strengthen the alignment of the interests of our named executive officers with those of our shareholders. Our Compensation Committee will continue to explore ways in which our executive compensation program may be improved.

The changes we made to our compensation program in 2010, 2011 and 2012 build upon our sound compensation governance framework and pay-for-performance philosophy, which are exemplified by:

• Incentive based pay that makes up a majority of our named executive officers’ total compensation opportunity.

• Review of external peer group companies in order to determine that our compensation decisions are within the range of market practices.

• Stock ownership guidelines that are met or exceeded by our named executive officers.

¹  Shareholders also had comments related to our governance practices, and we made certain changes in response to those comments which are described in “Board of Directors-Corporate Governance.”

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• A clawback policy which provides for the Committee to require our officers to repay or return certain cash bonus payments and stock incentives in the event of a restatement of a financial statement caused, or partially caused, by such officer’s intentional misconduct.

• Existing severance agreements which require a termination of employment in addition to a change of control before change of control benefits are triggered.

• Limited perquisites for named executive officers.

• The Compensation Committee’s engagement of its own consultant that provides limited services to management.

• A strong risk management program with specific responsibilities assigned to management and the Board.

General Philosophy:    The Compensation Committee of our Board of Directors (the “Committee”) is responsible for establishing our executive compensation philosophy and administering each component of the executive compensation program. Our executive compensation program is designed to:

• attract and retain highly qualified key executives;

• align our executive officers’ interests with the interests of shareholders; and

• provide competitive total compensation with an emphasis on pay-for-performance by making a significant portion of executive officer compensation dependent on achieving corporate financial and other individual objectives.

We compensate our executive officers primarily through a combination of base salary, bonus and LTI compensation to meet those objectives, as well as through retirement benefits and certain other benefits described below. The total compensation received by our named executive officers varies based on position, experience and individual and corporate performance measured against annual and long-term performance goals. As executives assume greater responsibility, a larger portion of their total compensation becomes dependent on both corporate and individual performance. Base salaries are reviewed against market data and vary based on position and individual performance. Annual and long-term incentive programs are designed to build to a total compensation package that reflects market data and a strong pay-for-performance philosophy.

As demonstrated in the chart below, in the past several years, we have shifted a larger portion of our executive officer total compensation to reflect our increased focus on pay-for-performance. The chart demonstrates the percentage of total compensation opportunity allocated to each of base salary, annual bonus, time-based LTI grants and performance-based LTI grants for the past three years.

Total Compensation Opportunity Allocated by Type of Compensation

	CEO												CFO												Other NEOs (Average)
Year	Base			Bonus			Time- Based LTI Grant			Performance- based LTI Grant			Base			Bonus			Time- Based LTI Grant			Performance- based LTI Grant			Base			Bonus			Time- Based LTI Grant			Performance- based LTI Grant
2010		24	%		20	%		34	%		22	%		33	%		20	%		28	%		19	%		39	%		20	%		25	%		16	%
2011		17	%		15	%		41	%		27	%		26	%		15	%		35	%		24	%		32	%		18	%		30	%		20	%
2012		16	%		14	%		28	%		42	%		26	%		16	%		23	%		35	%		32	%		17	%		20	%		31	%

For all named executive officers, annual and long-term incentive programs for 2012 range from 63% to 84% of their total compensation opportunity (assuming a 100% target level performance under our annual incentive program). While we currently in the midst of a strategic transformation to build a long-term platform for growth, increased margins and improved profitability, 2012 was a difficult year for us. We saw opportunity for higher margin, differentiated products in our secure and scalable storage products, but our audio and video information category

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declined and our traditional storage business is in secular decline. Based on our 2012 performance, the actual payout of our annual incentive program was zero and the value of the long-term incentive equity grants at year end was approximately 80.6% of the value at the May 2012 grant date (based on our Black-Scholes valuation), resulting in a significant reduction for our named executive officers in their actual compensation measured against the total compensation opportunity and demonstrating our pay-for-performance philosophy.

Compensation Consultant:    The Committee retains a nationally recognized outside compensation consultant to provide assistance to the Committee. The compensation consultant has been instructed to (i) assist in the development of the peer group of companies; (ii) provide advice on and comparisons to peer companies primarily in the areas of compensation philosophy, executive compensation market data, long and short-term incentive plan design and executive stock ownership; (iii) provide advice on the design and structure of compensation programs; (iv) provide the Committee with information on legislative issues affecting compensation decisions; and (v) prepare special analyses and reports as requested. In 2012, the Committee used Aon Hewitt as its compensation consultant. Aon Hewitt has acted as the Committee’s independent compensation consultant since 2007. Aon Hewitt’s fees for executive and director compensation consulting to the Committee in fiscal year 2012 were $144,000. Aon Hewitt also provides certain other compensation consulting services to management. During 2012, management also retained a different practice group of Aon Hewitt to provide other consulting services related to organizational design and unrelated to executive and director compensation. In addition since 2007, the Company has used Aon Risk Services, Inc., an affiliate of Aon Corporation, as one of the insurance brokers for the Company. These other services were not required to be approved by the Board of Directors or the Committee, however the other consulting services related to organizational design were approved by the Compensation Committee. The aggregate fees paid for these other compensation consulting services, other consulting services and insurance brokerage services were $370,000.

Although the Company retains Aon Hewitt and its affiliates for other services, Aon Hewitt has informed the Committee that it has developed safeguards to promote the independence of its executive compensation consulting advice. According to Aon Hewitt, these independence policies include: (i) strong confidentiality requirements, a code of conduct and a strict policy against investing in client organizations; (ii) management of multiservice client relationships by separate account executives; (iii) clearly defined engagements with compensation committees that are separate from any other services provided; (iv) formal segregation of executive compensation services into a separate business unit; (v) no incentives for cross-selling of services and no compensation rewards based on other results; (vi) no offers of more favorable terms for companies that retain Aon Hewitt or its affiliates for additional services; and (vii) consulting work limited to boards, compensation committees and companies, with no representation of individuals in any capacity.

The Compensation Committee determined that the work of Aon Hewitt did not raise any conflicts of interest in fiscal 2012. In making this assessment, the Compensation Committee considered the independence factors enumerated in new Rule 10C-1(b) under the Exchange Act, including the other services Aon Hewitt provided to Imation, the level of fees received from Imation as a percentage of Aon Hewitt’s total revenue, policies and procedures employed by Aon Hewitt to prevent conflicts of interest, and whether the individual Aon Hewitt advisers to Compensation Committee own any Imation stock or have any business or personal relationships with members of the Compensation Committee or our executive officers.

Compensation Process:    Upon receiving benchmark data from the Committee’s compensation consultant, our human resources personnel prepare all relevant data relating to compensation of the executive officers for the Chief Executive Officer (“CEO”) to review. Each February, the Committee reviews our executive compensation, with the goal of ensuring the appropriate mix of compensation

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linked to individual and corporate performance. The Committee seeks the advice and input of both its compensation consultant and Imation’s CEO. The Committee meets at least once per quarter, and more frequently if necessary, to perform its duties and responsibilities.

Setting Total Compensation:    Our compensation setting process evaluates total compensation for each named executive officer¹ and focuses on three elements: base salary, bonus and LTI compensation. The Committee’s compensation consultant compares the compensation of Imation’s executive officers to a group of peer companies as approved by the Committee and its total compensation survey of manufacturing and technology companies and other general industry companies of relatively comparable size. The companies identified as a peer group for purposes of executive compensation comparison are determined by annual revenues, similar product lines and companies identified as competitors for purposes of executive talent. For 2012, the Committee’s compensation consultant identified, and the Committee approved, 18 peer companies (chosen based on the factors referenced above) for use in executive compensation reviews as follows:

•  Altera Corp.	•  NetApp, Inc.
•  Brocade Communications Systems	•  Nvidia Corp.
•  Dot Hill Systems Corp.	•  Overland Storage Inc.
•  Harman International Industries Inc.	•  Plantronics Inc.
•  Lexmark International Corp.	•  Qlogic Corp.
•  Logitech International	•  Quantum Corp.
•  LSI Corp.	•  SanDisk Corporation
•  Microchip Technology Inc.	•  Symantec Corp.
•  Micron Technology Inc.	•  Western Digital Corp.

In determining compensation, the Committee considers all elements of an executive’s compensation package including base salary, annual bonus, LTI compensation, retirement plans, other compensation and benefits, and potential severance payouts. This information is made available to the Committee in a summary format for each executive. Although the Committee reviews all the elements of compensation regularly, the Committee focuses on base salary, annual bonus and LTI compensation in determining annual total compensation.

The Committee’s compensation consultant makes available peer group and market data for the individual elements of compensation (base salary, annual bonus and LTI compensation) at the 25^th, 50^th and 75^th percentile. This market data is provided to the Committee as a general reference point in making the compensation recommendations and decisions. The Committee evaluates executive compensation with reference to a range centered around the 50^th percentile for combined base salary and annual bonus and the 75^th percentile for LTI compensation. Based on those percentiles, the Committee sets an available pool of dollars for base salary and LTI compensation which are then allocated among each executive officer based on the process and factors described below. The annual bonus amount is derived from the base salary allocated to each executive and his or her applicable bonus percentage. For 2012, the overall compensation for executive officers was within the percentiles and the available pool of dollars set by the Committee.

¹ Subodh Kulkarni, former Senior Vice President and Chief Technology Officer, left Imation in June 2012. He was not included in the Committee’s compensation discussion for 2012 and is therefore excluded from the discussion below. He is included in the Summary Compensation Table in accordance with Securities and Exchange Commission (“SEC”) rules.

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Under our current compensation program, the mix of base salary, bonus and LTI compensation varies depending upon the position held by the executive. In allocating compensation among these elements, we believe that the compensation of our executive officers — the levels of management having the greatest ability to influence Imation’s performance — should be predominately performance-based. We provide incentives for our executive officers to take appropriate action to generate returns for our shareholders and to be rewarded according to our performance. For 2012, the three components of compensation were allocated approximately as follows: for Mr. Lucas, our CEO: base: 16%, bonus: 14%, LTI: 70%; for Mr. Zeller, our Chief Financial Officer: base: 26%, bonus: 16%, LTI: 58%; and for the other named executive officers: base: 32%, bonus: 17%, LTI: 51%. We believe that, as result of using both long- and short-term incentives (and stock ownership guidelines described below), our executive compensation program does not encourage our executives to take unreasonable risks relating to our business. The Committee also considers whether the program encourages unnecessary or excessive risk taking when reviewing the general design philosophy and the implementation of our program on an annual basis.

Base Salaries:    We use base salary to recognize individual performance, level of responsibility and scope and complexity of the position of the executive officers. The CEO evaluates executive management based on (i) their performance, including individual annual objectives and (ii) their current compensation level relative to market data from the Committee’s compensation consultant. The CEO makes recommendations to the Committee for our executive officers other than the CEO based on an evaluation of each executive officer against these standards. The Committee reviews the recommendations and the underlying basis for those recommendations, and approves base salaries for each executive officer, except the CEO. For the CEO, based on a review of the CEO’s performance by the Nominating and Governance Committee (which is shared with the Committee) and the market data from the Committee’s compensation consultant, the Committee reviews and recommends base salary for the CEO to the independent members of the Board. The approved annual base salary increases are effective on or about May 1 each year. We believe that base salaries for Imation’s executive officers are positioned at competitive levels and reflect individual performance.

Bonuses:    We believe that a portion of compensation should focus our executive management on achieving short-term (annual) performance in a manner that supports Imation’s long-term success and profitability. We also believe that our non-sales commissionable employees should be eligible to be rewarded based on the same company-wide performance criteria wherever possible. Therefore, our practice is to award cash bonuses each year based upon annual performance objectives for Imation for the previous calendar year to our eligible employees, including our executive officers, through our Annual Bonus Plan (“ABP”). The Committee approves an annual ABP target bonus amount, which currently ranges from 8% to 90% of base salary, for our eligible non-sales commissionable employees, based on career level. In determining the target bonus amount for the executive officers, the Committee reviews the bonus percentage with reference to market data from the peer group, and for executive officers other than the CEO, recommendations by the CEO. The Committee’s determination of the target bonus amount for the CEO is made with input from its compensation consultant regarding market data from the peer group and a review of appropriate bonus level based on CEO experience and is recommended to the independent members of the Board of Directors for approval. The 2012 target bonus amounts ranged from 50% to 60% of base salary for executive officers other than the CEO, and 90% of base salary for the CEO.

Additionally, the Board approves the ABP financial performance targets as part of its review of executive management’s annual operational plan. The financial targets are based upon achievement of certain levels of performance at a minimum or threshold level, a target level, and a maximum or stretch level. In November 2011, the Board of Directors approved the design and categories of financial performance targets for the 2012 Annual Bonus Plan. The payout of bonuses for 2012 was to be derived through achievement of certain levels of Board approved performance targets for operating

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income¹, free cash flow² and gross margin on certain products considered growth opportunities for us. These targets were chosen for 2012 because the Board believed they should be the key metrics in measuring our 2012 financial performance. The new product gross margin dollar target focuses us on developing new product offerings at an appropriate gross margin. In February 2012, the Board reviewed full year 2011 results and determined that the 2012 performance target for operating income should be changed to measure EBITDA³. The Board believed that EBITDA was a more appropriate metric because it better reflects economic profitability and is more closely linked to shareholder value. The performance targets at the 100% (target) level for 2012 were as follows (dollars in millions): EBITDA: $41.5, free cash flow: $35.0, new product gross margin dollars: $80.0. The performance targets at the 50% (threshold) level and 200% (maximum) level for 2012 were as follows (dollars in millions): 50% Threshold: EBITDA: $38.5, free cash flow: $26.0, new product gross margin dollars: $60.0; 200% Maximum: EBITDA: $53.5, free cash flow $53.0, new product gross margin dollars: $110.0. Those three corporate 2012 ABP targets were each weighted one-third. Imation must achieve the threshold level of EBITDA before any payout is made under the ABP. If the threshold level of EBITDA is met, then each target is reviewed individually to determine what performance percentage was reached, which is then multiplied by the weighting for each target to determine the total bonus payout. At threshold performance for each factor, a 50% payout of each employee’s annual targeted bonus percentage would be payable and at the maximum performance for each factor 200% would be payable. Based on performance against each factor, bonuses can be payable at any percentage between 0% and 200%. These performance-based annual bonuses are typically based on the base salary and bonus percentage in effect for each individual as of December 31 of the year for which the bonus is being paid. A bonus level for an individual can change based on a promotion during the year, and for executive officers, the bonus percentage is prorated based on the date of promotion or other change.

For 2012, the named executive officers could earn cash bonuses up to the following amounts:

Executive Officer	Bonus at Threshold Performance Level (50% of Target)	Bonus at Target Performance Level	Bonus at Maximum Performance Level (200% of Target)
Mark E. Lucas	45% of Base Salary	90% of Base Salary	180% of Base Salary
Paul R. Zeller	30% of Base Salary	60% of Base Salary	120% of Base Salary
Gregory J. Bosler	30% of Base Salary	60% of Base Salary	120% of Base Salary
John P. Breedlove	25% of Base Salary	50% of Base Salary	100% of Base Salary
Scott J. Robinson	25% of Base Salary	50% of Base Salary	100% of Base Salary

If a bonus is payable, it also may be adjusted up or down by an amount up to 10% of the amount paid based on achievement of individual performance objectives. For 2012, Imation’s corporate performance was below the target with respect to our EBITDA, therefore Imation did not achieve a corporate ABP

payout. Based on Imation’s 2011 results, in 2011 Imation achieved a corporate ABP payout of 24.7% of the target bonus amount. The 2012 APB zero payout demonstrates a clear alignment between pay and performance under our ABP.

¹ We calculate operating income for bonus purposes as operating income excluding restructuring and other special charges as well as impacts of acquisitions or divestitures during the year the acquisition or divestiture occurs.

² We calculate free cash flow for bonus purposes as cash flow from operating activities less capital spending and without impact from cash taxes, cash restructuring and other charges and litigation settlement.

³ We calculate EBITDA excluding restructuring and other charges, recognition of European consumer levy benefits and associated levy litigation costs, and acquisitions in initial year, with depreciation and amortization fixed at $38.5 million.

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LTI:    We believe that LTI compensation is the most effective means of creating a long-term link between the compensation provided to executive officers and the interests of shareholders. As Imation continues its transition, the Committee believes that it is even more critical to ensure long-term motivation for its executive officers. Our 2012 annual LTI grants were evaluated with reference to the 75^th percentile of current market data, reflecting the turnaround nature of our strategic plan and tying more of the total compensation to drive long-term shareholder value. Our 2012 LTI compensation consisted of a combination of non-qualified stock options and shares of restricted stock which vest over time and a performance-based cash component. In 2012, the Committee determined at least 60% of the value of each executive’s annual LTI award would be a performance-based cash award, which would be received only if a performance target based on 2014 operating income set by the Committee is met, further aligning our executive compensation program with the long-term performance of Imation. If 2014 operating income does not meet the threshold, 0% will vest; if 2014 operating income meets the threshold but does not meet the target, 50% of the award will vest; if 2014 operating income meets or exceeds the target, 100% of the award will vest; and if operating earnings per share meets the maximum, 200% of the award will vest. The grant is prorated if operating income is between the threshold and maximum amounts.¹ The remaining value of the 2012 LTI grant was split 20% as time-based stock options and 20% as time-based restricted stock.

We believe that through our use of LTI our named executive officers are incented and rewarded to improve returns for shareholders. Stock options provide a return to the employee if he or she remains an Imation employee until the options have vested, and then only if the market value of the stock appreciates over the grant price during the term of the option. Restricted stock provides a return to the employee only if he or she remains an Imation employee until the restricted stock has vested, and can provide additional returns if the market value of the stock appreciates over the price at the grant date. Restricted stock can also depreciate from the value calculated at the grant date if the price at vesting is less than the price at the grant date. At the end of 2012, the May 2012 equity grants to named executive officers decreased in value by 80.6% from the grant date (based on our Black-Scholes valuation) due to a reduced stock price, further demonstrating the clear alignment between pay and performance.

Our practice for determining LTI grants to executive officers other than the CEO, as approved by the Committee, is to first determine the total value of compensation that should be provided as LTI consistent with the Committee’s compensation philosophy. Subsequent to that determination, our practice is to have the CEO make recommendations to the Committee, for executives other than the CEO, in stock options, shares of restricted stock and cash performance-based awards that have an estimated fair market value equal to that total amount on the date of grant. For the CEO, based on a review of the CEO’s performance by the Nominating and Governance Committee (which is shared with the Committee) and the market data from the Committee’s compensation consultant, the Committee’s practice is to review and recommend LTI grants for the CEO to the independent members of the Board.

We determine the value of the stock options and restricted stock using the Committee’s compensation consultant’s modified Black-Scholes valuation model to determine the approximate number of shares to be granted. The exact number of shares is determined based on the compensation consultant’s valuation model and the closing stock price on the date of grant.

¹ We do not disclose our LTI targets until after the relevant measurement period has been completed, as we believe that the disclosure of the targets could lead to competitive harm to us.

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With the exception of promotions and new hires, the CEO reviewed the proposed 2012 awards during the February Committee and Board meetings and the awards were finalized and granted at the May Committee and Board meetings. This timing was selected because it enables us to consider prior year performance by Imation and the potential recipients and our expectations for the current year. The Committee and Board meeting schedule is determined at least a year in advance, and the proximity of any awards to earnings announcements or other market events is coincidental. Except in the case of new hires and mid-year grants, the grant date of stock options, restricted stock and cash performance awards is typically the date of the approval of the grants. For new hires and mid-year grants, LTI awards are typically granted the first Monday of the month following the hire or approval date. The exercise price of stock options is the closing price of the underlying common stock on the grant date.

2012 Compensation:    As a result of the processes described above, the Committee made the following compensation decisions for 2012 with respect to base salary and bonus based on a review of the named executive officers’ position, experience, performance and peer group compensation:

• Mark Lucas: The Board of Directors increased Mr. Lucas’ base salary 2.0% from $740,000 to $754,800 and made no adjustment to his 90% of base salary target bonus percentage. As shown in the Summary Compensation Table, Mr. Lucas’ salary and bonus compensation in 2012 were higher than our other named executives. The Committee believes that the difference in compensation is appropriate due to the level of overall responsibility our CEO has for the business and operations of Imation compared to our other executive officers and is consistent with higher comparative market data for the CEO position.

• Paul Zeller: The Committee increased Mr. Zeller’s base salary 2.0% from $430,000 to $438,000 and made no adjustment to his 60% of base salary target bonus percentage.

• Gregory Bosler: The Committee increased Mr. Bosler’s base salary 2.0% from $365,000 to $372,000 and made no adjustment to his 60% of base salary target bonus percentage.

• John Breedlove: The Committee increased Mr. Breedlove’s base salary 2.1% from $310,000 to $317,000 and made no adjustment to his 50% of base salary target bonus percentage.

• Scott Robinson: The Committee increased Mr. Robinson’s base salary 2.0% from $240,000 to $245,000 and made no adjustment to his 50% of base salary target bonus percentage.

The Committee, and in the case of the CEO, the independent members of the Board, also granted stock options, restricted stock, and a performance-based cash award as described in the table “Grants of Plan-Based Awards for Fiscal 2012.” The grants were the annual LTI grants made as part of the process described above.

Stock Ownership Guidelines:    The Committee has approved stock ownership guidelines as a multiple of base pay for executive management as follows: CEO (3x), CFO (2x) and Senior Vice Presidents and Vice Presidents (1x). Executives are generally expected to achieve their ownership within five years from the date they become subject to the guidelines. If an executive’s stock ownership guideline increases because of a promotion to a higher-level position, the five-year period to achieve the incremental guideline begins in January following the year of the promotion. We include personal holdings, including vested restricted stock and 401(k) Plan holdings but exclude unvested restricted stock and unexercised options, to determine if the stock ownership guidelines are met.

The value of an executive’s ownership is calculated two ways, based on (1) the current market value and (2) the market value at the time the executive became subject to the executive stock ownership guidelines. An executive is in compliance if the executive meets the guidelines under either calculation. All the executive officers that have marked their 5-year target date meet the stock ownership guidelines.

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Recoupment or Clawback Policy:    The Committee has approved a recoupment or clawback policy which provides that each of our officers would be required, at the request of the Committee, to repay or return certain cash bonus payments and stock incentives in the event of a restatement of a financial statement caused, or partially caused, by such officer’s intentional misconduct. The recoupment applies to amounts received under our ABP and to stock option grants, restricted stock and performance cash awards and is specifically set forth in ABP documents and in officer stock option and restricted stock agreements beginning in 2008.

Severance Benefits:    We believe that companies should provide reasonable severance benefits to executive officers to reflect the fact that it may be difficult for executives to find comparable employment within a short period of time. We also believe severance benefits are needed in order to attract and retain highly qualified key executives and provide competitive total compensation. While the Committee considers severance benefits to be an important element of a competitive compensation package, it does not consider severance benefits to be a significant factor in determining annual total compensation. We have entered into a severance agreement with each of the named executive officers in the Summary Compensation Table.

The severance agreements provide certain benefits upon termination of employment depending on the circumstances of termination, for example, excluding termination for Cause (as defined in the severance agreement) and including a change of control. The Committee believes that it is important to protect our executive officers in the event of a change of control. Further, it is the Committee’s belief providing change of control benefits should eliminate or reduce the reluctance of executive management to pursue potential change of control transactions that may be in the best interests of shareholders. The severance agreements with our executive officers contain a “double trigger” for change of control benefits, which means that there must be both a change of control and a termination of employment for the provisions to apply. The Committee believes the “double trigger” is more appropriate than a “single trigger” because it prevents unnecessary payments to executive officers in the event of a change of control in which the executive officer’s employment is not terminated. The Committee reviewed the severance agreement in 2010 and determined that it was appropriate to reduce severance benefits to an executive officer who has been with us for less than one year, even if there is a change of control, unless otherwise approved by the Committee. The Committee reviewed the severance agreement again in 2012 and determined that (i) given the turnaround nature of the Company, the reduced severance benefits for executive officers who have been with us for less than one year were no longer appropriate and (ii) it was appropriate to remove the provisions that provide an executive with a cash “gross-up payment” to cover any federal excise tax due under Section 4999 of the Internal Revenue Code for any executive hired after August 8, 2012 (the date of the Committee meeting). The elimination of the reduced severance benefits does not affect any of our current executive officers. The Committee determined it was not appropriate to adjust the existing severance agreements with respect to the “gross-up payment” as the provision of this clause may have been material to executives in their decision to take a position with Imation.

For details on the terms of the severance provisions in the severance agreements and the amounts each executive officer would have received under the applicable agreement based on a hypothetical termination date of December 31, 2012, see “Severance Agreements with Named Executive Officers.”

Retirement Plans:    The Committee believes that retirement plan benefits are important for employee retention and to be competitive in the marketplace. Imation provides the following retirement plans for U.S.-based employees:

• A 401(k) Plan under which eligible employees may contribute up to 60% of eligible earnings (up to certain IRS limits, which in 2012 were $17,000, plus an additional $5,500 for employees who have attained age 50). For 2012, the matching contribution formula under the 401(k) Plan was considered a “safe harbor” design under the Internal Revenue Code and IRS rules and is 100%

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of an employee’s contributions up to 5% of the employee’s eligible earnings. The maximum matching contribution per employee for 2012 was $12,500. Each named executive officer, except Dr. Kulkarni, contributed an amount sufficient to receive the maximum matching contribution. The amount of the matching contribution is provided in the Supplemental All Other Compensation Table. Matching contributions are made in the form of Imation stock and are immediately vested. In addition, management and the Committee approved making a performance-based discretionary contribution to the 401(k) Plan in the form of Imation stock of between 1% to 3% of an employee’s eligible earnings if we met or exceeded certain financial metrics during 2012. Those financial metrics were not met.

• A Cash Balance Pension Plan (the “Pension Plan”), which was “frozen” as to new participants effective December 31, 2009; this means no employees hired or rehired after December 31, 2009 are eligible to participate in the Pension Plan. In addition, the Pension Plan was later amended to “freeze” the benefits of participants effective December 31, 2010. This means no participants in the Pension Plan will receive “pay credits” under the Pension Plan after December 31, 2010. Accrued benefits as of December 31, 2010 will continue to receive “interest credits” under the Pension Plan until a participant receives a distribution.

• A Non-Qualified Pension Plan, which is a non-qualified supplemental retirement plan under the Internal Revenue Code that covers a select group of management or highly compensated employees. An eligible participant in the Non-Qualified Pension Plan receives a benefit upon termination of employment that makes up for benefits the employee did not receive (1) under the Pension Plan because of limits on Pension Plan benefits imposed by section 415 of the Internal Revenue Code and the compensation limit under section 401(a)(17) of the Code and (2) under the 401(k) Plan for performance-based discretionary contributions on and after December 31, 2011 because of the compensation limit under section 401(a)(17) of the Code (which was $250,000 in 2012). Like the Pension Plan, the Non-Qualified Pension Plan was “frozen” as to new participants effective December 31, 2009, except for certain newly hired (or rehired) employees who are named as participants in the Non-Qualified Pension Plan on or after December 31, 2011 for purposes of receiving a benefit based on the 401(k) Plan performance-based discretionary contribution portion of the formula.

Additional details regarding all of the Imation retirement plans are provided in the section entitled “Compensation under Retirement Plans.”

Other Compensation and Benefits:    The CEO annually reviews with the Committee the perquisites that executive officers receive. Prior to 2012, executive officers received certain perquisites not available to all employees, primarily including the reimbursement of up to $2,500 per year for personal tax return preparation (grossed-up to cover the taxes on the reimbursed amount), the payment of premiums on an executive life insurance policy (grossed-up to cover the taxes on the amount), and the payment of costs associated with a comprehensive annual medical exam not covered under our medical plan. The Committee determined, effective January 1, 2012, that executives officers should receive a perquisite allowance at the 50^th percentile (based on Aon Hewitt’s total compensation survey of manufacturing and technology companies and other general industry companies of relatively comparable size), which would not be grossed up. The executive officers may use the allowance for any perquisite they choose, including continuation of the executive life insurance policy. The Committee determined that providing the perquisite allowance was more in line with market data and aligned with shareholder concerns about provision of gross-ups for taxes for executive officers. The Committee determined to continue the payment of costs associated with a comprehensive annual medical exam not covered under our medical plan separate from the perquisite allowance.

Executive officers participate in Imation’s other benefit plans on the same terms as other employees. These plans include medical, dental, life, disability, vision insurance and legal services as well as a flexible spending account and paid time off programs.

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Other Significant Compensation Decisions

In December 2012, the Board of Directors approved the design and financial performance category for our 2013 LTI grants. The payout of performance awards for executive officers will be derived through achievement of a level of cost reduction for 2013, 2014 and 2015 set by the Board of Directors prior to the beginning of each year. We chose these targets because we believe that reaching our cost reduction targets is important for our future profitability. The Committee also determined that the performance based component of our LTI awards should be 100% for 2013. The 2013 LTI grants were approved by the Committee in January 2013. This approval varied from the normal practice of granting LTI awards in May of each year because we believe that the grants will provide a key incentive as we continue to transform our organization.

In February 2013, the Board of Directors approved the design and categories of financial performance targets for the Company for its 2013 Annual Bonus Plan. The payout of bonuses for executive officers who are not business unit leaders will be derived through achievement of certain levels of Board approved performance targets for liquidity and EBITDA. The payout of bonuses for executive officers who are also business unit leaders will be derived through a combination of achievement of both the plan for other executive officers and a business unit plan, which is based on achievement of days of inventory supply, direct operating income and revenue. If a bonus is payable, it may be adjusted up or down (+/-10%) based on achievement of individual performance objectives.

Deductibility of Executive Compensation:    Section 162(m) of the Internal Revenue Code limits Imation’s ability to deduct, for federal income tax purposes, certain compensation (which is not performance-based) in excess of $1 million per year paid to executive management personnel. The tax law exempts from this rule compensation resulting from the exercise of stock options granted under the conditions specified in the regulations. Under Imation’s stock incentive plans, compensation deemed paid to an executive officer when he or she exercises an outstanding option, or when a performance-based restricted stock or cash performance-based awards vest, generally qualifies as performance-based compensation which will not be subject to the $1 million limitation. Salary and time-based restricted stock awards are subject to the Section 162(m) $1 million deduction limit. For fiscal year 2012, the compensation paid to Mr. Lucas was more than the Section 162(m) limit. The Committee has reviewed, and will continue to review as circumstances change, the effects of the Section 162(m) limit on the deductibility of amounts paid under Imation’s compensation programs.

Conclusion:    Imation and the Committee believe Imation’s compensation policies and practices are appropriately designed to meet Imation’s stated objectives and fully support our overall performance-based compensation philosophy and business objectives.

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COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in Imation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

COMPENSATION COMMITTEE

Daryl J. White, Chair

David P. Berg

Theodore H. Bunting, Jr.

William G. LaPerch

L. White Matthews, III

David B. Stevens

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COMPENSATION OF NAMED EXECUTIVE OFFICERS

Summary Compensation Table

The table below shows compensation for the last three fiscal years for the individuals who served as Chief Executive Officer and Chief Financial Officer during 2012, each of the other three most highly compensated executive officers who were serving as executive officers at the end of 2012 and one additional individual for whom disclosure would have been provided but for the fact the individual was not serving as an executive officer at the end of 2012.

Summary Compensation Table
Name and Principal Position	Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards  ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings  ($)(5)		All Other Compensation ($)(6)		Total ($)
Mark E. Lucas		2012		749,691		0		757,315		617,545		0		16,953		43,400		2,184,904
President and Chief		2011		733,091		0		704,418		1,139,737		172,727		3,073		183,983		2,937,029
Executive Officer		2010		686,398		0		1,115,313		726,829		512,250		33,542		60,315		3,134,647
Paul R. Zeller		2012		435,239		0		219,146		178,699		0		18,528		32,188		883,800
Senior Vice President and		2011		425,747		250		230,957		373,683		63,726		15,791		32,903		1,143,057
Chief Financial Officer		2010		409,498		0		394,289		256,955		214,776		32,924		23,416		1,331,858
Gregory J. Bosler		2012		369,584		0		184,545		150,484		0		4,430		64,971		774,014
Senior Vice President, Group		2011		363,276		0		161,672		261,581		56,798		1,424		73,602		918,353
President Consumer Storage and		2010		318,083		0		292,730		99,927		121,468		13,358		74,691		920,257
Accessories
.John P. Breedlove(7)		2012		314,583		0		92,269		75,242		0		0		29,300		511,394
Vice President, General
Counsel and Secretary
Scott J. Robinson(8)		2012		243,274		0		69,202		56,432		0		3,886		24,410		397,204
Vice President, Corporate		2011		234,812		0		80,831		130,791		29,640		3,425		23,656		503,155
Controller & Chief Accounting Officer
Subodh K. Kulkarni(9)		2012		187,215		0		0		0		0		12,309		560,476		760,000
Former Senior Vice President, and		2011		328,276		0		115,479		186,844		48,906		10,104		24,937		714,546
Chief Technology Officer		2010		317,045		0		334,555		114,201		154,717		22,011		19,315		961,844

(1) The amount shown for 2011 is a 25 year service award (including service credit for service with 3M) for Mr. Zeller. We award annual bonuses solely based on our achievement of certain performance targets. Accordingly, annual bonus amounts are provided in the Non-Equity Incentive Plan Compensation column of this table.

(2) In accordance with Finance Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“FASB ASC Topic 718”), we chose the grant date fair value of the restricted stock as equivalent to the closing stock price on the date of grant: $5.79 (May 1, 2012), $9.55 (May 4, 2011 grants), and $10.61 (May 4, 2010 grants). The May 4, 2010 grants include both time-based restricted stock and performance-based restricted stock which vested based on certain 2010 performance metrics. Pursuant to SEC rules, the amount included in the table for the May 4, 2010 performance-based restricted stock awards reflects performance at the target level, which was the probable outcome of the awards at the time of grant. No additional restricted stock awards would vest for performance above the target level. The restricted stock awards vested at target level and are subject to time-based vesting. Information regarding the performance-based cash awards granted in 2012 is provided in the Grants of Plan-Based Awards For Fiscal 2012 table below.

(3) In accordance with FASB ASC Topic 718, we chose the Black-Scholes option pricing model to estimate the grant date fair value of the options set forth in this table. Our use of this model should not be construed as an endorsement of its accuracy at valuing options. All stock option valuation models, including the Black-Scholes model, require a prediction about the future movement of the stock price. The following assumptions were made for purposes of calculating the grant date fair value for the options: Options granted on May 1, 2012: risk free

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rate: 1.082%; expected life: 5.95 years; volatility: 45.08%; and dividend yield: 0%; resulting in a grant date fair value of $2.53 per share; options granted on May 3, 2011: risk free rate: 2.232%; expected life: 5.80 years; volatility: 43.96%; and dividend yield: 0%; resulting in a grant date fair value of $4.26 per share; options granted on June 6, 2011: risk free rate: 1.876%; expected life: 5.80 years; volatility: 44.47%; and dividend yield: 0%; resulting in a grant date fair value of $4.07 per share; and options granted on May 4, 2010: risk free rate: 2.553%; expected life: 5.50 years; volatility: 42.79%; and dividend yield: 0%; resulting in a grant date fair value of $4.53 per share.

(4) The amounts shown are cash payments payable to the named executive officers under our ABP. See “Compensation Discussion and Analysis-Bonuses.”

(5) The amounts in this column represent changes in pension value. There are no non-qualified deferred compensation earnings for any of the named executive officers. The 2012 present value of our pension plans was calculated using the assumptions described in the Pension Benefits Table. See “Compensation Under Retirement Plans.” The 2011 present value of our pension plans was calculated using a discount rate of 3.75%; an interest crediting rate of 2.75%; the years to age 65 for each named executive officer as follows: Mr. Lucas: 8.1667; Mr. Zeller: 13.3333; Mr. Bosler: 14.75; Mr. Robinson 19.9167 and Dr. Kulkarni: 17.4167; and the following present value factor: Mr. Lucas: 0.9240; Mr. Zeller: 0.8789; Mr. Bosler: 0.8669; Mr. Robinson 0.8246; and Dr. Kulkarni 0.8448. The 2010 present value of our pension plans was calculated using a discount rate of 5.00%; an interest crediting rate of 4.00%; the years to age 65 for each named executive officer as follows: Mr. Lucas: 9.1667; Mr. Zeller: 14.3333; Mr. Bosler: 15.75; Dr. Kulkarni: 18.4167; and the following present value factor: Mr. Lucas: 0.9160; Mr. Zeller: 0.8718; Mr. Bosler: 0.8601 and Dr. Kulkarni: 0.8384.

(6) The items for 2012 that make up the amounts in this column are described in the Supplemental All Other Compensation Table below.

(7) Because Mr. Breedlove was not a named executive officer in 2010 or 2011, his information is only provided for 2012.

(8) Because Mr. Robinson was not a named executive officer in 2010, his information is only provided for 2011 and 2012.

(9) Dr. Kulkarni left Imation on June 30, 2012 and is included in the table pursuant to SEC rules.

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Supplemental All Other Compensation Table
Name	Perks and Other Personal Benefits ($)(1)		Tax Reimbursements ($)			Registrant Contributions to 401(k) and Non-Qualified Pension Plans ($)(2)		Insurance Premiums (Executive Life) ($)		Dividends or Earnings on Stock or Option Awards ($)(3)		Severance Payment ($)
Mark E. Lucas		30,900		0			12,500		0		0		0
Paul R. Zeller		18,200		0			12,500		0		1,488		0
Gregory J. Bosler		40,920		11,551	(4)		12,500		0		0		0
John P. Breedlove		16,800		0			12,500		0		0		0
Scott J. Robinson		11,600		0			12,500		0		310		0
Subodh K. Kulkarni		138		6	(5)		11,806		420		992		547,114	(6)

(1) These amounts, other than for Dr. Kulkarni, represent the perquisite allowance for the named executive officers. Mr. Bosler’s amount also reflects payments of $22,620 under our executive relocation policy and an opt-out credit for health benefits of $1,500. Dr. Kulkarni’s amount includes payment for executive life insurance paid prior to Dr. Kulkarni’s departure and an opt-out credit for health benefits of $138.

(2) The amount shown is the value of our matching contribution of common stock to the accounts of the named executive officers under our 401(k) Plan. See “Compensation under Retirement Plans.”

(3) For each named executive officer, the amount represents dividends paid on the vesting of restricted stock in 2012. The value of dividends on unvested restricted stock is not included by Imation in the calculation of grant date fair value under FASB ASC Topic 718.

(4) This amount reflects a gross-up for taxes on Mr. Bosler’s payment under our executive relocation policy.

(5) This amount reflects a gross-up on the payment for Dr. Kulkarni’s executive life insurance paid prior to his departure.

(6) See “Severance Agreements with Named Executive Officers” for a detailed description of severance benefits.

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Grants of Plan-Based Awards

The following table summarizes the 2012 grants of equity and non-equity plan-based awards made to each of the named executive officers in the Summary Compensation Table.

Grants of Plan-Based Awards For Fiscal 2012
			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		All Other Stock Awards: Number of Shares of Stock or Units (#)(2)		All Other Option Awards: Number of Securities Underlying Options (#)(3)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(4)
Mark E. Lucas				339,660		679,320		1,358,640
				611,000		1,969,800		3,939,600
		May 1, 2012										244,089		5.79		617,545
		May 1, 2012								130,797						757,315
Paul R. Zeller				131,400		262,800		525,600
				285,000		570,000		1,140,000
		May 1, 2012										70,632		5.79		178,699
		May 1, 2012								37,849						219,146
Gregory J. Bosler				111,600		223,200		446,400
				240,000		480,000		960,000
		May 1, 2012										59,480		5.79		150,484
		May 1, 2012								31,873						184,545
John P. Breedlove				79,250		158,500		317,000
				120,000		240,000		480,000
		May 1, 2012										29,740		5.79		75,242
		May 1, 2012								15,936						92,269
Scott J. Robinson				61,250		122,500		245,000
				90,000		180,000		360,000
		May 1, 2012										22,305		5.79		56,432
		May 1, 2012								11,952						69,202
Subodh K. Kulkarni(5)				0		0		0		0		0		0		0

(1) The first line for each named executive officer represents a bonus opportunity under our 2012 ABP for 2012 performance. The actual amount paid out under our 2012 ABP is described in the Summary Compensation Table. The 2012 ABP performance conditions are described under “Compensation Discussion and Analysis-Bonuses.” The second line for each named executive officer represents the opportunity under the performance-based cash award granted in May 2012 under our 2012 Stock Incentive Plan. The performance-based cash award metrics are described under “Compensation Discussion and Analysis-LTI.”

(2) The restricted stock, which was granted under our 2011 Stock Incentive Plan, vests at a rate of 1/3 each year beginning on the first anniversary of the grant date. The restricted stock becomes immediately vested in full in the event of involuntary termination of employment within two years of a change of control (other than for death, disability or cause). Dividends, if any, on the restricted stock are accrued by Imation at the same rate as payable to all of our shareholders and are paid if and when the restricted stock vests.

(3) These options, which were granted under our 2011 Stock Incentive Plan, have an exercise price equal to the closing price of a share of common stock on the grant date, become exercisable at the rate of 1/3 each year beginning on the first anniversary of the grant date, and expire ten years from the grant date. These options become immediately exercisable in full in the event of involuntary termination of employment within two years of a change of control (other than for death, disability or cause).

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(4) In accordance with FASB ASC Topic 718, we chose the Black-Scholes option pricing model to estimate the grant date fair value of the options set forth in this table. Our use of this model should not be construed as an endorsement of its accuracy at valuing options. All stock option valuation models, including the Black-Scholes model, require a prediction about the future movement of the stock price. The following assumptions were made for purposes of calculating the grant date fair value for the options: risk free rate: 1.082%; expected life: 5.95 years; volatility: 45.08%; and dividend yield: 0%; resulting in a grant date fair value of $2.53 per share. The grant date fair value of the restricted stock is equal to the closing stock price of $5.79 on the date of grant.

(5) Dr. Kulkarni left Imation effective June 30, 2012. No equity was granted to him in 2012 and he was not eligible for the 2012 ABP.

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Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the total outstanding equity awards as of December 31, 2012 for each of the named executive officers in the Summary Compensation Table.

Outstanding Equity Awards at 2012 Fiscal Year-End
	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock Held That Have Not Vested (#)(1)			Market Value of Shares or Units of Stock That Have Not Vested ($)(2)
Mark E. Lucas		490	(3)					41.33		04/13/2017
		7,984	(3)					37.59		05/09/2017
		11,574	(3)					24.09		05/07/2018
		176,701			58,901	(4)		8.36		04/06/2019
		80,224			80,224	(5)		10.61		05/04/2020
		89,181			178,363	(6)		9.65		05/03/2021
					244,089	(7)		5.79		05/01/2022
												264,674	(8)		1,236,028
Paul R. Zeller		10,000						33.20		05/18/2013
		24,500						34.17		05/03/2015
		20,700						41.62		05/03/2016
		26,460						37.59		05/09/2017
		48,780						24.02		05/06/2018
		42,996			14,332	(9)		10.19		05/05/2019
		28,361			28,362	(5)		10.61		05/04/2020
		29,239			58,480	(6)		9.65		05/03/2021
					70,632	(7)		5.79		05/01/2022
												75,192	(10)		351,147
Gregory J. Bosler		12,000			4,000	(11)		9.64		02/02/2019
		14,331			4,777	(9)		10.19		05/05/2019
		11,029			11,030	(5)		10.61		05/04/2020
		20,468			40,936	(6)		9.65		05/03/2021
					59,480	(7)		5.79		05/01/2022
												60,592	(12)		282,965
John P. Breedlove		12,288			24,578	(13)		9.25		06/06/2021
					29,740	(7)		5.79		05/01/2022
												22,595	(14)		105,519
Scott J. Robinson		5,000						37.81		03/31/2014
		3,500						34.17		05/03/2015
		1,750						41.62		05/03/2016
		3,000						37.59		05/09/2017
		10,164						24.02		05/06/2018
		8,361			2,787	(9)		10.19		05/05/2019
		6,302			6,303	(5)		10.61		05/04/2020
		10,234			20,468	(6)		9.65		05/03/2021
					22,305	(7)		5.79		05/01/2022
												27,018	(15)		126,174
Subodh K. Kulkarni		0			0							0			0

(1) Restricted stock granted prior to 2011 vests 25% per year, beginning on the first anniversary of the grant date. The restricted stock granted in 2011and thereafter vests 1/3 per year, beginning on the first anniversary of the grant date.

(2) The market value is based on the closing price at December 31, 2012 (the last business day of the year) of $4.67.

(3) These options were granted for Mr. Lucas’ service while he was a director of Imation.

(4) This option vests 25% each year, beginning on the first anniversary of the grant date of April 6, 2009. 58,901 options will vest on April 6, 2013.

(5) This option vests 25% each year, beginning on the first anniversary of the grant date of May 4, 2010. For each named executive officer, the following options will vest on May 4, 2013: Mr. Lucas: 40,112; Mr. Zeller: 14,181; Mr. Bosler: 5,515 and Mr. Robinson: 3,151; May 4, 2014: Mr. Lucas: 40,112; Mr. Zeller: 14,181; Mr. Bosler: 5,515; and Mr. Robinson: 3,152.

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(6) This option vests 1/3 each year, beginning on the first anniversary of the grant date of May 3, 2011. For each named executive officer, the following options will vest on May 3, 2013: Mr. Lucas: 89,181; Mr. Zeller: 29,240; Mr. Bosler: 20,468; and Mr. Robinson: 10,234; May 3, 2014: Mr. Lucas: 89,182; Mr. Zeller: 29,240; Mr. Bosler: 20,468; and Mr. Robinson: 10,234.

(7) This option vests 1/3 each year, beginning on the first anniversary of the grant date of May 1, 2012. For each named executive officer, the following options will vest on May 1, 2013: Mr. Lucas: 81,763; Mr. Zeller: 23,544; Mr. Bosler: 19,826; Mr. Breedlove: 9,913 and Mr. Robinson: 7,435; May 1, 2014: Mr. Lucas: 81,763; Mr. Zeller: 23,544; Mr. Bosler: 19,827; Mr. Breedlove: 9,913 and Mr. Robinson: 7,435; May 1, 2015: Mr. Lucas: 81,763; Mr. Zeller: 23,544; Mr. Bosler: 19,827; Mr. Breedlove: 9,914 and Mr. Robinson: 7,435;.

(8) With respect to these shares: 32,143 shares will vest on April 6 2013; an aggregate of 94,465 shares will vest on May 1 and 4, 2013; an aggregate of 94,467 shares will vest on May 1 and 4, 2014 and 43,599 shares will vest on May 1 2015.

(9) This option vests 25% each year, beginning on the first anniversary of the grant date of May 5, 2009. For each named executive officer, the following options will vest on May 5, 2013: Mr. Zeller: 14,332; Mr. Bosler: 4,777; and Mr. Robinson: 2,787;

(10) With respect to these shares: an aggregate of 32,606 shares will vest on May 1, 4, and 5, 2013; an aggregate of 29,969 shares will vest on May 1, and 4, 2014 and 12,617 shares will vest on May 1, 2015.

(11) This option vests 25% each year, beginning on the first anniversary of the grant date of February 2, 2009. 4,000 options will vest on April 6, 2013.

(12) With respect to these shares: 1,000 shares will vest February 2, 2013; an aggregate of 25,802 shares will vest on May 1, 4 and 5, 2013; an aggregate of 23,165 shares will vest on May 1 and 4, 2014; and 10,625 shares will vest on May 1, 2015.

(13) This option vests 1/3 each year, beginning on the first anniversary of the grant date of June 6, 2011. 12,289 options will vest on June 6, 2013; and 12,289 options will vest on June 6, 2014.

(14) With respect to these shares: 5,312 shares will vest on May 1, 2013; an 3,329 shares will vest on June 6, 2013; an 5,312 shares will vest on May 1, 2014; an 3,330 shares will vest on June 6, 2014; and 5,312 shares will vest on May 1, 2015.

(15) With respect to these shares: an aggregate of 12,285 shares will vest on May 1, 4 and 5, 2013; an aggregate of 10,749 shares will vest on May 1, and 4, 2014 and 3,984 shares will vest on May 1, 2015.

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Option Exercises and Stock Vested

The following table summarizes the number of option awards exercised and restricted stock vested during 2012 for each of the named executive officers in the Summary Compensation Table.

Option Exercises and Stock Vested For Fiscal 2012
	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized  on Vesting ($)(1)
Mark E. Lucas		0		0		83,010		498,544
Paul R. Zeller		0		0		23,710		140,614
Gregory J. Bosler		0		0		16,179		96,523
John P. Breedlove		0		0		3,329		20,573
Scott J. Robinson		0		0		9,076		53,865
Subodh K. Kulkarni		0		0		17,911		106,243

(1) The value realized on the vesting of stock awards is the fair market value of our common stock at the time of vesting.

Compensation Under Retirement Plans

In the past several years we made changes to our retirement plans to reduce our overall expenses and the risks associated with the volatility of defined benefit pension plan expenses and to more closely align our retirement benefit design with that of our peer companies.

Our Retirement Investment Plan (the “401(k) Plan”), a tax-qualified defined contribution pension plan under the Internal Revenue Code, covers our eligible domestic employees. Eligible employees may enroll in the 401(k) Plan after joining Imation and may contribute up to 60% of eligible earnings on a pre-tax basis, up to a maximum amount determined each year by the IRS. In 2012, the IRS limit was $17,000, plus an additional $5,500 for employees who have attained age 50.

Under the 401(k) Plan, the “safe harbor” matching contribution formula is 100% of the employee’s contributions up to 5% of the employee’s eligible earnings. The maximum matching contribution per employee for 2012 was $12,500. Matching contributions are made in the form of Imation stock (which the participant may elect to immediately transfer to other investment funds available under the 401(k) Plan) and are immediately vested. The 401(k) Plan also allows Imation to make an annual performance-based discretionary contribution on behalf of eligible employees. For 2012, management and the Committee decided that a performance-based contribution would be made if we met or exceeded certain financial metrics during the year. The metric chosen was the EBITDA metric used in the ABP, with the threshold, target and a 150% level ($38.5 million, $41.5 million and $47.5 million) resulting in a performance-based contribution determined as a percent of eligible earnings of 1%, 2% and 3%, respectively. If the threshold level was met, the contribution would be prorated accordingly. Since the threshold level of performance was not met, no performance-based discretionary contribution was made for 2012.

Our Cash Balance Pension Plan, a tax-qualified defined benefit pension plan under the Internal Revenue Code (the “Pension Plan”), was “frozen” as to new participants effective December 31, 2009; this means no employees hired or rehired after December 31, 2009 are eligible to participate in the Pension Plan. In addition, the Pension Plan was later amended to “freeze” the benefits of participants in the Pension Plan effective December 31, 2010. This means no participants in the Pension Plan will receive credit for new benefit accruals (referred to as “pay credits” under the Pension Plan) after December 31, 2010; their accrued benefits as December 31, 2010 will continue to receive annual

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interest credits (equal to the average yield on 30-year U.S. Treasury Bonds for November of the previous year) until they receive a distribution. For the 2012 Pension Plan year, the interest-crediting rate was 3.02%. Effective December 31, 2010, we also “froze” the additional benefits that had been provided each year under our Pension Plan to certain eligible former 3M Company employees who had accrued additional benefits in our Pension Plan since the spin-off in 1996.

Employees who participate in the Pension Plan may begin receiving payment of their vested accrued benefit after they terminate employment. The accrued benefit becomes vested when a current employee attains age 65 or has completed three years of vesting service under the Pension Plan. Payment of the vested accrued benefit may be in a lump sum or as a monthly pension having an equivalent actuarial value based on conversion factors established under the Pension Plan. Participants who elect to receive payment of their accrued benefit before they attain age 65 will receive a reduced benefit based on factors under the Pension Plan.

The Internal Revenue Code and IRS rules impose certain limitations on the amount of benefits that may be provided under tax qualified retirement plans, such as our 401(k) Plan and Pension Plan. These limits, among other things, cap the amount of compensation that may be considered under the 401(k) Plan and Pension Plan (this limit under section 401(a)(17) of the Code was $250,000 in 2012). Our Non-Qualified Pension Plan provides retirement benefits for certain eligible employees affected by these limits. An eligible participant in the Non-Qualified Pension Plan receives a benefit upon termination of employment that makes up for benefits the employee did not receive (1) under the Pension Plan because of limits on Pension Plan benefits imposed by section 415 of the Internal Revenue Code and the compensation limit under section 401(a)(17) of the Code and (2) under the 401(k) Plan for performance-based discretionary contributions made on and after December 31, 2011 because of the compensation limit under section 401(a)(17) of the Code. Like the Pension Plan, the Non-Qualified Pension Plan was “frozen” as to new participants effective December 31, 2009, except for certain newly hired (or rehired) employees who are named as participants in the Non-Qualified Pension Plan on or after December 31, 2011 for purposes of receiving a benefit based on the performance-based discretionary contribution portion of the formula. Benefits under the Pension Plan and Non-Qualified Pension Plan are vested after three years of service with Imation.

The following table summarizes the present accumulated value of the pension benefits of the named executive officers in the Summary Compensation Table as of December 31, 2012.

Pension Benefits
Name	Plan Name	Number  of Years Credited Service(1) (#)		Present Value of Accumulated Benefit(2) ($)		Payments During Last Fiscal Year(3) ($)
Mark E. Lucas	Pension Plan		4		22,712		0
	Non-Qualified Pension Plan		4		57,564		0
Paul R. Zeller	Pension Plan		27		205,225		0
	Non-Qualified Pension Plan		27		142,506		0
Gregory J. Bosler	Pension Plan		4		21,304		0
	Non-Qualified Pension Plan		4		12,598		0
John P. Breedlove	Pension Plan		N/A		N/A		0
	Non-Qualified Pension Plan		2		0		0
Scott J. Robinson	Pension Plan		8		73,391		0
	Non-Qualified Pension Plan		9		3,068		0
Subodh K. Kulkarni	Pension Plan		19		183,242		0
	Non-Qualified Pension Plan		19		41,837		0

(1) Mr. Zeller and Dr. Kulkarni, who were with 3M when Imation was spun-off in July 1996, have service credit for their years at 3M. However, this additional service credit has no effect under the Pension Plan because benefits under the Pension Plan are based on pay credits and interest

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credits. The credited service reported in this table does not impact the amount of benefits owed to each named executive under the Non-Qualified Pension Plan (because benefits under that plan are not calculated based on credited service) but it does show the vesting service each named executive has earned under the Pension Plan.

(2) The present value was calculated using the following assumptions: a discount rate of 3.50%; an interest crediting rate of 2.50%; the years to age 65 for each named executive officer as follows: Mr. Lucas: 7.1667; Mr. Zeller: 12.3333; Mr. Bosler: 13.75; Mr. Robinson 18.9167; and Dr. Kulkarni: 16.4167; and the following present value factor: Mr. Lucas: 0.9328; Mr. Zeller: 0.8871; Mr. Bosler: 0.8750; Mr. Robinson 0.8322; and Dr. Kulkarni 0.8527. Mr. Breedlove is not eligible for benefits under the Pension Plan because he was hired after the Pension Plan was frozen as to new participants. His benefits under the Non-Qualified Pension Plan will be based on .performance-based discretionary contributions made on and after December 31, 2011 under the 401(k) Plan (if any) that he did not receive under the 401(k) Plan because of the compensation limit under section 401(a)(17) of the Code.

Severance Agreements With Named Executive Officers

We have entered into a severance agreement with each of the named executive officers in the Summary Compensation Table. The severance agreement provides certain benefits upon termination of employment by Imation for any reason other than Cause (as defined below) or termination of employment by the executive for Good Reason (as defined below). No severance benefits become payable under the severance agreement in the event of termination of employment upon death or disability. Upon qualification for severance benefits, the executive would receive:

• the full base salary earned by the executive and unpaid through the date of termination;

• any amount earned by the executive as a bonus with respect to the fiscal year preceding the date of termination if such bonus has not been paid; and

• an amount representing credit for any Paid Time Off (“PTO”) earned or accrued by the executive but not taken during the current year.

In lieu of any further base salary payments to the executive for periods subsequent to the date of termination, and unless termination occurs after a Change of Control (as defined below) of Imation, the executive would also receive a cash amount equivalent to the sum of:

• an amount equal to the target bonus under the applicable bonus plan for the fiscal year in which the date of termination occurs; plus

• an amount equal to one year’s salary for the fiscal year in which the date of termination occurs.

In the event termination occurs after a Change of Control, the executive would instead be eligible to receive a cash amount depending on the time between the Change of Control and the termination, as follows:

• if the termination is within one year after the Change of Control, then the lump sum is equal to two times the executive’s total annual base salary in effect for the fiscal year of termination plus two times the average of the annual bonuses for the two fiscal years prior to termination; and

• if the termination is more than one year but within two years after the Change of Control, then the lump sum is equal to one times his or her total annual base salary in effect for the fiscal year of termination plus one times the average of the annual bonuses for the two fiscal years prior to termination.

“Cause” for purposes of the severance agreement means termination of the executive officer’s employment for one of the following four reasons:

• gross incompetence or substantial failure to perform the executive officers’ duties; or

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• misconduct that causes or is likely to cause harm to Imation or its reputation, as determined by Imation’s Board of Directors in its sole and absolute discretion (including insobriety at the workplace during working hours or the use of illegal drugs); or

• failure to follow directions of the Board of Directors that are consistent with an executive officer’s duties; or

• conviction of, or entry of a pleading of guilty or nolo contendere to, any crime involving moral turpitude, or the entry of an order by any federal or state regulatory agency permanently prohibiting the executive officer from participating in the conduct of the affairs of Imation.

“Good Reason” for purposes of the severance agreement means the occurrence of any of the following three events, other than in connection with the termination of employment or reassignment for Cause, for disability or for death:

• a material diminution, either prior to or following a Change of Control, of an executive officer’s authority, duties or responsibilities compared to those as of the date of the severance agreement; or

• a material diminution, either prior to or following a Change of Control, in an executive officer’s base compensation (specifically excluding any long-term incentive compensation), excluding any reduction of benefits for the employees of Imation as a whole that affects an executive officer in a manner comparable to other senior executives of Imation; or

• a material change in the geographic location for performance of services following a Change of Control (but excluding a relocation that does not increase the executive officer’s commute by more than 10 miles).

In order to terminate for “Good Reason,” an executive officer must provide Imation written notice within 90 days of the initial existence of the Good Reason event and Imation must not have cured the “Good Reason” within 30 days of the receipt of the notice.

“Change of Control” for purposes of the severance agreement means any one of the following four events:

• a transaction or series of related transactions where a person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of Exchange Act) acquires beneficial ownership of at least 35% of our common stock; or

• if the individuals who are a majority of our Board of Directors (the “Incumbent Directors”) as of the date of the severance agreement cease to be a majority. Any director who is later nominated for election or elected by a majority of the Incumbent Directors, will also be considered an Incumbent Director; or

• a merger, reorganization, share exchange, consolidation or other similar transaction, a sale of all the assets of the Company or issuance of our stock in connection with the acquisition of stock or assets of another company, unless: (1) the existing beneficial owners of our Company own more than 50% of the outstanding common stock and voting power (in similar proportions as their ownership before the transaction); (2) no person, entity or group beneficially owns 35% or more of the outstanding common stock or voting power and (3) at least a majority of our Board of Directors are the same directors as of the time of the execution of the agreement or initial approval of the transaction; or

• approval by the shareholders of dissolution of the Company.

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We will also provide the executive with a lump sum payment equal to the employer portion of our standard medical and dental insurance coverages, as elected by the executive, in an amount equivalent to 12 months of coverage following the date of termination or 24 months of coverage after termination if the termination follows a Change of Control.

In addition, in the event of a termination within two years of a Change of Control, all shares of restricted stock owned or held by the executive and all unvested stock options will immediately vest without further restriction. The performance-based cash awards will also vest at the target (100%) level. See “Severance Benefits.” The severance agreement also provides that if an executive receives payments that would subject him/her to any federal excise tax due under Section 4999 of the Internal Revenue Code, then he/she will also receive a cash “gross-up” payment so that he/she will be in the same net after-tax position that he/she would have been in had such excise tax not been applied; provided however, that if the value of all payments does not exceed 110% of the “safe harbor” amount under the Internal Revenue Code where no excise tax is due, then no “gross-up” payment would be made and the amounts payable would be reduced so that they equal the “safe harbor.”

The Committee reviewed the severance agreement in 2010 and determined that it was appropriate to reduce severance benefits to an executive officer who has been with us for less than one year, even if there is a change of control, unless otherwise approved by the Committee. The Committee reviewed the severance agreement in 2012 and determined that (i) given the turnaround nature of the Company, reduced severance benefits for executive officers who have been with us for less than one year were no longer appropriate and (ii) it was appropriate to remove the provisions that provide an executive with a cash “gross-up payment” to cover any federal excise tax due under Section 4999 of the Internal Revenue Code for any executive hired after August 8, 2012 (the date of the Committee meeting). The elimination of the reduced severance benefits does not affect any of our current executive officers. The Committee determined it was not appropriate to adjust the existing severance agreements with respect to the “gross-up payment” as the provision of this clause may have been material to executives in their decision to take a position with Imation. The severance agreement also provides that the payments under the agreement are intended to be exempt from or compliant with Section 409A of the Internal Revenue Code.

In any termination, terminated executive officers will be entitled to receive standard benefits that they are entitled to receive under our 401(k) Plan, Pension Plan and Non-Qualified Pension Plan. The severance payment obligations may be terminated if the executive violates the provisions of the applicable agreement regarding confidentiality and non-competition.

For a description of the amounts payable to the named executive officers under the severance agreement based on a hypothetical termination of employment on December 31, 2012 which would qualify the named executive officer for severance benefits, see the subsection entitled “Severance Benefits.”¹

¹ Dr. Kulkarni left Imation effective June 30, 2012 and was paid severance under his Severance Agreement with us. The amount actually paid to Dr. Kulkarni is referenced in the Supplemental All Other Compensation Table.

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Severance Benefits.    Based upon a hypothetical termination date of December 31, 2012, the severance benefits for our named executive officers for a qualified termination without a Change of Control would have been as described below:

Name	Base Salary ($)(1)		Targeted Bonus ($)(1)(2)		Medical and Dental Insurance Benefits ($)(3)		Accrued Unused PTO ($)		Total ($)
Mark E. Lucas		754,800		679,320		14,211		12,952		1,461,282
Paul R. Zeller		438,000		262,800		22,398		9,200		732,398
Gregory J. Bosler		372,000		223,200		1,190		7,814		604,204
John P. Breedlove		317,000		158,500		22,398		15,498		513,396
Scott J. Robinson		245,000		122,500		22,398		4,675		394,573

(1) The following assumptions are made with respect to the information provided above: The base salary for the year of termination (2012) and the bonus for the preceding year (2011) had been paid.

(2) As described above, this amount is equivalent to the target bonus for the year of termination (2012). See “Compensation Discussion and Analysis-Bonuses.”

(3) These amounts include a gross-up for taxes.

Based upon a hypothetical Change of Control in 2012 and termination date of December 31, 2012, the severance benefits for our named executive officers for a qualified termination with a Change of Control would have been as described below:

Name	Base Salary ($)(1)		Bonus ($)(1)(2)		Medical and Dental Insurance Benefits ($)(3)		Value of LTI ($)(4)		Accrued Unused PTO ($)		280G Tax Gross Up ($)(5)		Total ($)
Mark E. Lucas		1,509,600		684,977		28,422		4,425,828		12,952		2,966,295		9,628,073
Paul R. Zeller		876,000		278,502		44,796		1,321,147		9,200		1,003,995		3,533,641
Gregory J. Bosler		744,000		178,266		2,380		1,042,965		7,814		783,368		2,758,793
John P. Breedlove		634,000		23,679		44,796		505,519		15,498		479,491		1,702,983
Scott J. Robinson		490,000		118,022		44,796		446,174		4,675		436,832		1,540,499

(1) The following assumptions are made with respect to the information provided above: The base salary for the year of termination (2012) and the bonus for the preceding year (2011) had been paid.

(2) As described above, the amount payable is equal to two times the average of the annual bonuses for the two fiscal years prior to termination (2010 and 2011).

(3) These amounts include a gross-up for taxes.

(4) The value of the restricted stock and options is based on the closing price at December 31, 2012 (the last business day of the year) of $4.67. None of the named executive officers has stock options with an exercise price of less than $4.67 so the calculation assumes no exercise of outstanding stock options. The performance-based cash award is valued at the target (100%) level.

(5) Based on these payments, all named executive officers would be subject to the excise tax, so a tax gross-up would be required. Amounts in this column have been calculated using a corrected methodology and are not comparable with prior years.

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Item No. 4

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act, we are providing shareholders with an advisory (nonbinding) vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the rules of the SEC. At our 2012 annual meeting, our shareholders voted to approve, on an advisory basis, with approximately 65% of the votes cast in favor of the proposal, the compensation of our named executive officers.

We are asking our shareholders to indicate their support for the compensation of our named executive officers as described in this Proxy Statement. Our executive compensation program is designed to attract and retain highly qualified key executives, align our executive officers’ interests with the interests of shareholders and provide competitive total compensation. The Compensation Committee of our Board of Directors believes the Company’s executive compensation programs reflect a strong pay-for-performance philosophy and are well aligned with the shareholders’ long-term interests. A more detailed discussion of our executive compensation program and the compensation of our named executive officers in 2012 is provided under “Compensation Discussion and Analysis.”

Imation’s compensation programs are designed to align our named executive officers’ interests with those of our shareholders by rewarding performance with the objective of increasing shareholder value. We have maintained this focus each year as we review of our executive compensation program and philosophy. In 2010, we began a significant transition as an organization with substantial changes in our business model, as we faced competition in a dynamic and aggressive industry. In May 2010, we also hired a new CEO, who set a new strategic direction. At that time, our new CEO lead a thorough review of our executive compensation program and philosophy with the goal of further increasing the emphasis on pay-for performance . In 2011 and 2012, we continued the increased focus on pay-for-performance. The challenges facing us in our ongoing transition present risk for management, employees and shareholders and we believe that it is important for our executive officers to share in both the risk and potential reward. We review our compensation programs for alignment with our strategy, objectives and targeted level of shareholder return. We want compensation programs that support how we create value with measureable performance metrics that support annual operating success and longer-term value creation, foster urgency and intensity on operating success and focus on key goals and metrics that foster longer-term value creation. We also want our executive officers to have heightened personal accountability. The overall goal of our changes is to establish a performance culture that enhances the prospects of delivering on our strategy as well as returns to shareholders.

In 2010, we introduced a performance-based component (based on 2010 corporate performance) to the long-term incentive (“LTI”) program that represented 40% of each executive’s LTI grant. In 2011, we continued to increase the focus on performance-based compensation in all three key areas of annual total compensation: base salary, annual bonus and LTI compensation through the following:

• We focused on individual performance criteria in establishing base salary with a more significant weight placed on an executive’s performance against individual annual objectives. We required each executive to create meaningful and measureable objectives that cascaded from our CEO’s objectives, which were set in discussion with the Compensation Committee.

• We tied our Annual Bonus Plan not only to corporate performance but to individual performance based on the individual performance objectives. If bonuses are payable under our Annual Bonus Plan (which is based on corporate performance), bonuses may be adjusted up or down for each executive by an amount up to 10% of the amount paid based on achievement of those individual performance objectives.

• The performance-based component of LTI grants was changed from an annual metric to a three year performance metric. The use of a longer term performance metric for the cash-based

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component of the LTI program was chosen to further align our executive compensation program with increased shareholder value over a longer period of time and the long-term performance of Imation.

In 2012, we continued to increase our focus on performance-based compensation by increasing the performance-based component of each executive’s 2012 LTI grant from 40% to 60%. We also retained the elements described above, consisting of:

• individual performance criteria for establishing base salary and individual objectives;

• individual performance adjustments for the Annual Bonus Plan; and

• a three year metric for LTI grants, with the 2012 metric based on operating income per share at the end of 2014.

In addition, in April 2012, executive officers and the Chairman of our Board of Directors, engaged in dialogue with some of our largest shareholders regarding our executive compensation program in connection with our then proposed advisory vote to approve executive compensation at our 2012 Annual Shareholders Meeting. A number of these shareholders informed us that the dialogue had enabled them to increase their understanding of our compensation program. Several of these shareholders focused on matters related to increasing the performance-based component of our executive compensation program and eliminating tax gross-ups provided to executives¹. After those discussions, at our last Annual Shareholders Meeting held in May 2012, our shareholders approved an advisory (non-binding) proposal concerning our executive compensation program with approximately 65% of the votes cast in favor of the proposal.

After the May 2012 Annual Shareholders Meeting, the Compensation Committee reviewed:

• feedback received from shareholders in April 2012,

• feedback from the major proxy advisory firms based on their analyses of our fiscal 2011 executive compensation program,

• the results of our 2012 advisory vote to approve our executive compensation program, and

• data regarding market practice among the companies in our peer group and an analysis of executive compensation “best practices” as prepared by its compensation consultant, Aon Hewitt.

The Compensation Committee deliberated extensively concerning our fiscal 2013 executive compensation and, based on the items described above, continued to focus on changes to further strengthen the link between compensation and performance. As a result of the deliberation and analysis, the Compensation Committee approved additional changes:

• The performance-based component of each executive’s 2013 LTI grant was increased from 60% to 100%.

• Effective January 1, 2012, we no longer provide gross-ups on executive perquisites. Instead of providing payment for certain perquisites (with a gross-up for taxes), each executive officer is provided with a small market-driven perquisite allowance (which is not grossed-up for taxes) to be used on the perquisites chosen by each executive officer. See “Other Compensation and Benefits.”

¹ Shareholders also had comments related to our governance practices, and we made certain changes in response to those comments which are described in “Board of Directors-Corporate Governance.”

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• The provision of excise tax gross-up payments in executive severance agreements would be eliminated for all future executive hires. See “Severance Benefits.”

We believe that these changes respond to the concerns expressed by our shareholders and further strengthen the alignment of the interests of our named executive officers with those of our shareholders. Our Compensation Committee will continue to explore ways in which our executive compensation program may be improved.

As demonstrated in the chart below, in the past several years, we have shifted a larger portion of our executive officer total compensation to reflect our increased focus on pay-for-performance. The chart demonstrates the percentage of total compensation opportunity allocated to each of base salary, annual bonus, time-based LTI grants and performance-based LTI grants for the past three years.

Total Compensation Opportunity Allocated by Type of Compensation

	CEO										CFO												Other NEOs (Average)
Year	Base	Bonus			Time- Based LTI Grant			Performance- based LTI Grant			Base			Bonus			Time- Based LTI Grant			Performance- based LTI Grant			Base			Bonus			Time- Based LTI Grant			Performance- based LTI Grant
2010	24%		20	%		34	%		22	%		33	%		20	%		28	%		19	%		39	%		20	%		25	%		16	%
2011	17%		15	%		41	%		27	%		26	%		15	%		35	%		24	%		32	%		18	%		30	%		20	%
2012	16%		14	%		28	%		42	%		26	%		16	%		23	%		35	%		32	%		17	%		20	%		31	%

For all named executive officers, annual and long-term incentive programs for 2012 range from 63% to 84% of their total compensation opportunity (assuming a 100% target level performance under our annual incentive program). While we currently in the midst of a strategic transformation to build a long-term platform for growth, increased margins and improved profitability, 2012 was a difficult year for us. We saw opportunity for higher margin, differentiated products in our secure and scalable storage products, but our audio and video information category declined and our traditional storage business is in secular decline. Based on our 2012 performance, the actual payout of our annual incentive program was at zero and the value of the long-term incentive equity grants at year end was approximately 80.6% of the value at the May 2012 grant date (based on our Black-Scholes valuation), resulting in a significant reduction for our named executive officers in their actual compensation measured against the total compensation opportunity.

The changes we made to our compensation program in 2010, 2011 and 2012 build upon our sound compensation governance framework and pay-for-performance philosophy, which are exemplified by:

• Incentive based pay that makes up a majority of our named executive officers’ total compensation opportunity.

• Review of external peer group companies in order to determine that our compensation decisions are within the range of market practices.

• Stock ownership guidelines that are met or exceeded by our named executive officers.

• A clawback policy which provides for the Committee to require our officers to repay or return certain cash bonus payments and stock incentives in the event of a restatement of a financial statement caused, or partially caused, by such officer’s intentional misconduct.

• Existing severance agreements which require a termination of employment in addition to a change of control before change of control benefits are triggered.

• Limited perquisites for named executive officers.

• The Compensation Committee’s engagement of its own consultant that provides limited services to management.

• A strong risk management program with specific responsibilities assigned to management and the Board.

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Accordingly, we are asking our shareholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of Imation’s named executive officers, as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation and the accompanying narrative disclosure set forth in the Proxy Statement for the 2013 Annual Meeting of Shareholders.”

This advisory vote on executive compensation is not binding on Imation, our Compensation Committee or our Board of Directors. However, our Compensation Committee and our Board of Directors value the opinions of our shareholders.

The Board of Directors recommends you vote FOR adoption of the resolution approving the compensation of our named executive officers, as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation and the accompanying narrative disclosure set forth in this Proxy Statement. Adoption of this resolution will require the affirmative vote of the majority of the shares of common stock present in person or by proxy and entitled to vote at the Annual Meeting.

HOUSEHOLDING

We have sent to most of our shareholders the Notice containing instructions on how to access this Proxy Statement and our 2012 Annual Report on the internet. Shareholders who received a paper copy of this Proxy Statement were also sent a copy of our 2012 Annual Report. If more than one shareholder resides at the same address, those shareholders may have received notice of our intent to deliver only one Notice or one Proxy Statement and Annual Report, and we will do so unless we receive contrary instructions from one or more of the shareholders. Similarly, brokers and other intermediaries holding shares of common stock in brokerage accounts for more than one beneficial owner with the same address may deliver only one Notice or Proxy Statement and Annual Report to that address, if the appropriate notice was provided or consent obtained.

We will deliver promptly, upon written request to the address noted below or oral request to Wells Fargo Shareowner Services at 1-800-468-9716, a separate copy of the Notice or a separate copy of the Proxy Statement and/or 2012 Annual Report to a shareholder at a shared address to which a single copy was delivered, including a beneficial owner of stock held in “street name.” Any shareholder may use the address below or the phone number noted above, to obtain separate Notices, Proxy Statements and/or Annual Reports in the future or request delivery of a single copy of the Notice, Proxy Statement or Annual Report at an address where you are receiving multiple copies. If your shares are held in “street name” and you want to increase or decrease the number of copies of our Notice, Proxy Statement and/or Annual Report delivered to your household in the future, you should contact the broker or other intermediary who holds the shares on your behalf. Requests to us should be addressed to:

Investor Relations

Imation Corp.

1 Imation Way

Oakdale, MN 55128

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SHAREHOLDER PROPOSALS FOR 2014 ANNUAL MEETING

If you wish to submit a shareholder proposal that is requested to be included in our Proxy Statement for our 2014 Annual Meeting, we must receive the proposal at our principal executive offices by the close of business on November 28, 2013. The proposal must also comply with all applicable statutes and regulations and must be sent to the attention of our Corporate Secretary.

If you want to present any other proposal or nominate a person to be elected as a director at our 2014 Annual Meeting, the proposal or nomination must be received in writing by our Corporate Secretary at our principal executive offices by February 1, 2014. However, if the Annual Meeting is to be held before April 8, 2014 or after June 7, 2014, then the proposal or nomination must be received before the later of (i) the close of business on the 10th day following the day on which notice of the meeting date is mailed or public disclosure of the meeting date is made, whichever occurs first, and (ii) the close of business 90 days before the 2014 Annual Meeting. The proposal or nomination must contain the specific information required by our bylaws. You may obtain a copy of our bylaws by writing to our Corporate Secretary.

OTHER BUSINESS

We are not aware of any business to be presented at the Annual Meeting other than the business that is explained in this Proxy Statement. If any other matter is properly presented for a vote at the Annual Meeting, the holders of the proxies will have discretionary voting authority to vote your shares.

Dated: March 27, 2013	BY ORDER OF THE BOARD OF DIRECTORS,
	John P. Breedlove
	Vice President, General Counsel and Corporate Secretary

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APPENDIX A

IMATION CORP.

2011 STOCK INCENTIVE PLAN

AS AMENDED AND RESTATED (2013)

Section 1.    Purpose.

The purpose of the Plan is to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining employees, officers, consultants, independent contractors, advisors and non-employee Directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s business and to compensate such persons through various stock-based arrangements and provide them with opportunities for stock ownership in the Company, thereby aligning the interests of such persons with the Company’s stockholders.

Section 2.    Definitions.

As used in the Plan, the following terms shall have the meanings set forth below:

“Affiliate” shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, in each case as determined by the Committee.

“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Dividend Equivalent, Performance Award, Stock Award or Other Stock-Based Award granted under the Plan.

“Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing an Award granted under the Plan. An Award Agreement may be in an electronic medium and need not be signed by a representative of the Company or the Participant. Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.

“Board” shall mean the Board of Directors of the Company.

“Change in Control” shall have the meaning ascribed to such term in an Award Agreement, or any other applicable employment, severance or change in control agreement between the Participant and the Company; provided, however, that no Award shall contain a definition of Change in Control that has the effect of accelerating the exercisability of any Award or the lapse of restrictions relating to any Award upon only the announcement or shareholder approval of (rather than consummation of) any reorganization, merger or consolidation of, or sale or other disposition of all or substantially all of the assets of, the Company.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

“Committee” shall mean the Compensation Committee of the Board or any successor committee of the Board designated by the Board to administer the Plan. The Committee shall be comprised of not less than such number of Directors as shall be required to permit Awards granted under the Plan to qualify under Rule 16b-3, and each member of the Committee shall be a “Non-Employee Director” within the meaning of Rule 16b-3 and an “outside director” within the meaning of Section 162(m). The Company expects to have the Plan administered in accordance with the requirements for the award of “qualified performance-based compensation” within the meaning of Section 162(m).

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“Company” shall mean Imation Corp., a Delaware corporation, or any successor corporation.

“Director” shall mean a member of the Board.

“Dividend Equivalent” shall mean any right granted under Section 6(d) of the Plan.

“Eligible Person” shall mean any employee, officer, consultant, independent contractor, advisor or non-employee Director providing services to the Company or any Affiliate whom the Committee determines to be an Eligible Person. An Eligible Person must be a natural person.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Fair Market Value” shall mean, with respect to any property (including, without limitation, any Shares or other securities), the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. Notwithstanding the foregoing, unless otherwise determined by the Committee, the Fair Market Value of Shares on a given date for purposes of the Plan shall be the closing sale price of the Shares on the New York Stock Exchange as reported in the consolidated transaction reporting system on such date or, if such Exchange is not open for trading on such date, on the most recent preceding date when such Exchange is open for trading.

“Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code or any successor provision.

“Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

“Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

“Other Stock-Based Award” shall mean any right granted under Section 6(g) of the Plan.

“Participant” shall mean an Eligible Person designated to be granted an Award under the Plan.

“Performance Award” shall mean any right granted under Section 6(e) of the Plan.

“Performance Goal” shall mean one or more of the following performance goals, either individually, alternatively or in any combination, applied on a corporate, subsidiary, division, business unit or, line of business or product basis: sales, revenue, costs, expenses, earnings (including one or more of net profit after tax, gross profit, operating profit, earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization and net earnings), earnings per share, earnings per share from continuing operations, operating income, pre-tax income, operating income margin, net income, margins (including one or more of gross, operating and net income margins), ratios (including one or more of price to earnings, debt to assets, debt to net assets and ratios regarding liquidity, solvency, productivity or risk) returns (including one or more of return on actual or proforma assets, net assets, equity, investment, capital and net capital employed), stockholder return (including total stockholder return relative to an index or peer group), stock price, market capitalization, economic value added, cash generation, cash flow (including operating cash flow, free cash flow and cash flow return on equity), unit volume, working capital, market share, cost reductions and strategic plan development and implementation. Such goals may reflect absolute entity or business unit performance or a relative comparison to the performance of a peer group of entities or other external measure of the selected performance criteria. To the extent consistent with Section 162(m), the Committee may appropriately adjust any evaluation of performance under such goals to exclude the effect of certain events, when it establishes performance criteria, also provide for the adjustment for charges related to an event or occurrence which the Committee determines is appropriate for adjustment, including, but

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not limited to, any of the following events: asset write-downs; litigation or claim judgments or settlements; changes in tax law, accounting principles or other such laws or provisions affecting reported results; severance, contract termination and other costs related to exiting certain business activities; acquisitions; and gains or losses from the disposition of businesses or assets or from the early extinguishment of debt.

“Person” shall mean any individual or entity, including a corporation, partnership, limited liability company, association, joint venture or trust.

“Plan” shall mean this Imation Corp. 2011 Stock Incentive Plan, as amended from time to time.

“Qualifying Termination” shall have the meaning ascribed to it in any applicable Award Agreement, and, if not defined in any applicable Award Agreement, shall mean termination of employment under circumstances that, in the judgment of the Committee, warrant acceleration of the exercisability of Options or Stock Appreciation Rights or the lapse of restrictions relating to Restricted Stock, Restricted Stock Units or other Awards under the Plan. Without limiting the generality of the foregoing, a Qualifying Termination may apply to large scale terminations of employment relating to the disposition or divestiture of business or legal entities or similar circumstances.

“Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan.

“Restricted Stock Unit” shall mean any unit granted under Section 6(c) of the Plan evidencing the right to receive a Share (or a cash payment equal to the Fair Market Value of a Share) at some future date.

“Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act or any successor rule or regulation.

“Section 162(m)” shall mean Section 162(m) of the Code, or any successor provision, and the applicable Treasury Regulations promulgated thereunder.

“Section 409A” shall mean Section 409A of the Code, or any successor provision, and applicable Treasury Regulations and other applicable guidance thereunder.

“Shares” shall mean shares of Common Stock, par value of $0.01 per share, of the Company or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4(c) of the Plan.

“Specified Employee” shall mean a specified employee as defined in Code Section 409A(a)(2)(B) or applicable proposed or final regulations under Code Section 409A.

“Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.

“Stock Award” shall mean any Share granted under Section 6(f) of the Plan.

Section 3.    Administration.

(a) Power and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the express provisions of the Plan and to applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or the method by which payments or other rights are to be calculated in connection with) each Award; (iv) determine the terms and conditions of any Award or Award Agreement, including any terms relating

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to the forfeiture of any Award and the forfeiture, recapture or disgorgement of any cash, Shares, other securities, other Awards, other property and other amounts payable with respect to any Award; (v) amend the terms and conditions of any Award or Award Agreement, provided, however, that, except as otherwise provided in Section 4(c) hereof, the Committee shall not reprice, adjust or amend the exercise price of Options or the grant price of Stock Appreciation Rights previously awarded to any Participant, whether through amendment, cancellation and exchange for cash or another Award, a replacement grant, or any other means; (vi) accelerate the exercisability of any Award or the lapse of restrictions relating to any Award; (vii) determine whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited or suspended; (viii) determine whether, to what extent and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder of the Award or the Committee; (ix) interpret and administer the Plan and any instrument or agreement, including any Award Agreement, relating to the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and (xii) adopt such modifications, rules, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of non-U.S. jurisdictions in which the Company or an Affiliate may operate, including, without limitation, establishing any special rules for Affiliates, Eligible Persons or Participants located in any particular country, in order to meet the objectives of the Plan and to ensure the viability of the intended benefits of Awards granted to Participants located in such non-United States jurisdictions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award or Award Agreement, and any employee of the Company or any Affiliate.

(b) Delegation. The Committee may delegate its powers and duties under the Plan to one or more Directors (including a Director who is also an officer of the Company) or a committee of Directors, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion; provided, however, that the Committee shall not delegate its powers and duties under the Plan (i) with regard to officers or directors of the Company or any Affiliate who are subject to Section 16 of the Exchange Act or (ii) in such a manner as would cause the Plan not to comply with the requirements of Section 162(m). In addition, the Committee may authorize one or more officers of the Company to grant Options under the Plan, subject to the limitations of Section 157 of the Delaware General Corporation Law; provided, however, that such officers shall not be authorized to grant Options to officers or directors of the Company or any Affiliate who are subject to Section 16 of the Exchange Act.

(c) Power and Authority of the Board of Directors. Notwithstanding anything to the contrary contained herein, the Board may, at any time and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan, unless the exercise of such powers and duties by the Board would cause the Plan not to comply with the requirements of Section 162(m).

Section 4.    Shares Available for Awards.

(a) Shares Available. Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate number of Shares that may be issued under all Awards under the Plan shall be 4,500,000.6,043,000. Shares to be issued under the Plan may be authorized but unissued Shares, treasury shares or Shares acquired in the open market or otherwise. If an Award terminates or is forfeited or cancelled without the issuance of any Shares, or if any Shares covered by an Award or to which an Award relates are not issued for any other reason, then the number of Shares counted against the aggregate number of

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Shares available under the Plan with respect to such Award, to the extent of any such termination, forfeiture, cancellation or other event, shall again be available for granting Awards under the Plan. If Shares of Restricted Stock are forfeited or otherwise reacquired by the Company prior to vesting, whether or not dividends have been paid on such Shares, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award of Restricted Stock, to the extent of any such forfeiture or reacquisition by the Company, shall again be available for granting Awards under the Plan. Shares that are withheld in full or partial payment to the Company of the purchase or exercise price relating to an Award or in connection with the satisfaction of tax obligations relating to an Award shall not be available for granting Awards under the Plan.

(b) Accounting for Awards. For purposes of this Section 4, if an Award entitles the holder thereof to receive or purchase Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan. For Stock Appreciation Rights settled in Shares upon exercise, the aggregate number of Shares with respect to which the Stock Appreciation Right is exercised, rather than the number of Shares actually issued upon exercise, shall be counted against the number of Shares available for Awards under the Plan. Awards that do not entitle the holder thereof to receive or purchase Shares and Awards that are settled in cash shall not be counted against the aggregate number of Shares available for Awards under the Plan.

(c) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or other property) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards, (iii) the purchase or exercise price with respect to any Award and (iv) the limitations contained in Section 4(d) of the Plan.

(d) Award Limitations Under the Plan.

(i) Section 162(m) Limitation for Certain Types of Awards. No Eligible Person may be granted Options, Stock Appreciation Rights or any other Award or Awards under the Plan, the value of which Award or Awards is based solely on an increase in the value of the Shares after the date of grant of such Award or Awards, for more than 500,000 Shares (subject to adjustment as provided in Section 4(c) of the Plan) in the aggregate in any calendar year.

(ii) Section 162(m) Limitation for Performance Awards. The maximum amount payable to any Participant that may be a “covered person” within the meaning of Section 162(m) pursuant to all Performance Awards to any Participantwhich are intended to represent “qualified performance-based compensation” within the meaning of Section 162(m) in the aggregate in any calendar year shall be $2,000,000 in value, whether payable in cash, Shares or other property. This limitation does not apply to any Award subject to the limitation contained in Section 4(d)(i) of the Plan.

(iii) Plan Limitation on Awards Other Than Options and Stock Appreciation Rights. No more than 1,100,000 Shares, subject to adjustment as provided in Section 4(c) of the Plan, shall be available under the Plan for issuance pursuant to grants of Awards other than Options and Stock Appreciation Rights; provided, however, that if any Awards other than Options and Stock Appreciation Rights terminate or are forfeited or cancelled without the issuance of any Shares or if Shares subject to any

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Awards other than Options and Stock Appreciation Rights are forfeited or otherwise reacquired by the Company prior to vesting, whether or not dividends have been paid on such Shares, then the Shares subject to such termination, forfeiture, cancellation or reacquisition by the Company shall again be available for grants of Awards other than Options and Stock Appreciation Rights for purposes of this limitation on grants of such Awards. Awards other than Options and Stock Appreciation Rights that do not entitle the holder thereof to receive or purchase Shares, and Awards other than Options and Stock Appreciation Rights that are settled in cash, shall not be counted against the aggregate number of Shares available for Awards other than Options and Stock Appreciation Rights pursuant to this Section 4(d)(iii).[Deleted]

(iv) Limitation on Awards Granted to Non-Employee Directors. Directors who are not also employees of the Company or an Affiliate may not be granted Awards in the aggregate for more than 1,000,000 Shares available for Awards under the Plan, subject to adjustment as provided in Section 4(c) of the Plan.

Section 5.    Eligibility.

Any Eligible Person shall be eligible to be designated a Participant. In determining which Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into account the nature of the services rendered by the respective Eligible Persons, their present and potential contributions to the success of the Company or such other factors as the Committee, in its discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive Stock Option may only be granted to full-time or part-time employees (which term as used herein includes, without limitation, officers and Directors who are also employees), and an Incentive Stock Option shall not be granted to an employee of an Affiliate unless such Affiliate is also a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code or any successor provision. Further, notwithstanding the foregoing, Options and Stock Appreciation Rights shall not be granted to an Eligible Person providing direct services to an Affiliate unless the Company has a “controlling interest” in such Affiliate within the meaning of Treas. Reg. Sec. 1.409A-1(b)(5)(iii)(E)(1).

Section 6.    Awards.

(a) Options. The Committee is hereby authorized to grant Options to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

(i) Exercise Price. The purchase price per Share purchasable under an Option shall be determined by the Committee and shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Option; provided, however, that the Committee may designate a per share exercise price below Fair Market Value on the date of grant (A) to the extent necessary or appropriate, as determined by the Committee, to satisfy applicable legal or regulatory requirements of a foreign jurisdiction or (B) if the Option is granted in substitution for a stock option previously granted by an entity that is acquired by or merged with the Company or an Affiliate.

(ii) Option Term. The term of each Option shall be fixed by the Committee but shall not be longer than 10 years from the date of grant.

(iii) Time and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part and the method or methods by which, and the form or forms (including, without limitation, cash, Shares, other securities, other Awards or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the applicable exercise price) in which, payment of the exercise price with respect thereto may be made or deemed to have been made.

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(b) Stock Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Eligible Persons subject to the terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive upon exercise thereof the excess of (i) the Fair Market Value of one Share on the date of exercise (or, if the Committee shall so determine, at any time during a specified period before or after the date of exercise) over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than 100% of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right. Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods of exercise, dates of exercise, methods of settlement and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate.

(c) Restricted Stock and Restricted Stock Units. The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

(i) Restrictions. Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. The minimum vesting period of such Awards shall be one year from the date of grant. Notwithstanding the foregoing, the Committee may permit acceleration of vesting of such Awards in the event of the Participant’s death, disability or retirement or a Change in Control of the Company.

(ii) Issuance and Delivery of Shares. Any Restricted Stock granted under the Plan shall be issued at the time such Awards are granted and may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company. Such certificate or certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the restrictions applicable to such Restricted Stock. Shares representing Restricted Stock that is no longer subject to restrictions shall be delivered to the Participant promptly after the applicable restrictions lapse or are waived. In the case of Restricted Stock Units, no Shares shall be issued at the time such Awards are granted. Upon the lapse or waiver of restrictions and the restricted period relating to Restricted Stock Units evidencing the right to receive Shares, such Shares shall be issued and delivered to the holder of the Restricted Stock Units.

(iii) Forfeiture. Except as otherwise determined by the Committee, upon a Participant’s termination of employment or resignation or removal as a Director (in either case, as determined under criteria established by the Committee) during the applicable restriction period, all Shares of Restricted Stock and all Restricted Stock Units held by the Participant at such time shall be forfeited and reacquired by the Company; provided, however, that the Committee may, when it finds that a waiver would be in the best interest of the Company, waive in whole or in part any or all remaining restrictions with respect to Shares of Restricted Stock or Restricted Stock Units.

(d) Dividend Equivalents. The Committee is hereby authorized to grant Dividend Equivalents to Eligible Persons under which the Participant shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other property as determined in the discretion of the Committee) equivalent to the amount of cash dividends paid by the Company to holders of Shares with respect to a number of Shares determined by the Committee. Subject to the terms of the Plan and any applicable

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Award Agreement, such Dividend Equivalents may have such terms and conditions as the Committee shall determine. Notwithstanding the foregoing, the Committee may not grant Dividend Equivalents to Eligible Persons in connection with grants of Options or Stock Appreciation Rights to such Eligible Persons.

(e) Performance Awards. The Committee is hereby authorized to grant Performance Awards to Eligible Persons Performance Awards which are intended to be “qualified performance-based compensation” within the meaning of Section 162(m)subject to the terms of the Plan and any applicable Award Agreement. A Performance Award granted under the Plan (i) may be denominated or payable in cash or in, Shares (including, without limitation, Restricted Stock). Performance Awards shall, to the extent required by Section 162(m), be conditioned solely on and Restricted Stock Units), other securities, other Awards or other property and (ii) shall confer on the holder thereof the right to receive payments, in whole or in part, upon the achievement of one or more objective Performance Goals, and such Performance Goals shall be established by the Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m)performance goals during such performance periods as the Committee shall establish. Subject to the terms of the Plan and any applicable Award Agreement, the Performance Goals, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award granted, the amount of any payment or transfer to be made pursuant to any Performance Award and any other terms and conditions of any Performance Award shall be determined by the Committee. The Committee shall also certify in writing that such Performance Goals have been met prior to payment of the Performance Awards that are granted to Eligible Persons who may be “covered employees” under Section 162(m) and that are intended to be “qualified performance-based compensation” within the meaning of Section 162(m), to the extent required by Section 162(m), shall be conditioned solely on the achievement of one or more objective Performance Goals established by the Committee within the time prescribed by Section 162(m), and shall otherwise comply with the requirements of Section 162(m).

(f) Stock Awards. The Committee is hereby authorized to grant to Eligible Persons Shares without restrictions thereon, as deemed by the Committee to be consistent with the purpose of the Plan. Subject to the terms of the Plan and any applicable Award Agreement, such Stock Awards may have such terms and conditions as the Committee shall determine.

(g) Other Stock-Based Awards. The Committee is hereby authorized to grant to Eligible Persons such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as are deemed by the Committee to be consistent with the purpose of the Plan. The Committee shall determine the terms and conditions of such Awards, subject to the terms of the Plan and the Award Agreement. Shares, or other securities delivered pursuant to a purchase right granted under this Section 6(g), shall be purchased for consideration having a value equal to at least 100% of the Fair Market Value of such Shares or other securities on the date the purchase right is granted. The consideration paid by the Participant may be paid by such method or methods and in such form or forms (including, without limitation, cash, Shares, other securities, other Awards or other property, or any combination thereof), as the Committee shall determine.

(h) General.

(i) Consideration for Awards. Awards may be granted for no cash consideration or for any cash or other consideration as may be determined by the Committee or required by applicable law.

(ii) Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with or in substitution for any other

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Award or any award granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards or in addition to or in tandem with awards granted under any other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(iii) Forms of Payment under Awards. Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise or payment of an Award may be made in such form or forms as the Committee shall determine (including, without limitation, cash, Shares, other securities, other Awards or other property, or any combination thereof), and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents with respect to installment or deferred payments.

(iv) Term of Awards. The term of each Award shall be for a period not longer than 10 years from the date of grant.

(v) Limits on Transfer of Awards. Except as otherwise provided in this Section 6(h)(v), no Award (other than a Stock Award) and no right under any such Award shall be transferable by a Participant other than by will or by the laws of descent and distribution. The Committee may establish procedures as it deems appropriate for a Participant to designate a Person or Persons, as beneficiary or beneficiaries, to exercise the rights of the Participant and receive any property distributable with respect to any Award in the event of the Participant’s death. The Committee, in its discretion and subject to such additional terms and conditions as it determines, may permit a Participant to transfer a Non-Qualified Stock Option to any “family member” (as such term is defined in the General Instructions to Form S-8 (or any successor to such Instructions or such Form) under the Securities Act of 1933, as amended) at any time that such Participant holds such Option, provided that such transfers may not be for value (i.e., the transferor may not receive any consideration therefor) and the family member may not make any subsequent transfers other than by will or by the laws of descent and distribution. Each Award under the Plan or right under any such Award shall be exercisable during the Participant’s lifetime only by the Participant (except as provided herein or in an Award Agreement or amendment thereto relating to a Non-Qualified Stock Option) or, if permissible under applicable law, by the Participant’s guardian or legal representative. No Award (other than a Stock Award) or right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.

(vi) Restrictions; Securities Exchange Listing. All Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such restrictions as the Committee may deem advisable under the Plan, applicable federal or state securities laws and regulatory requirements, and the Committee may cause appropriate entries to be made or legends to be placed on the certificates for such Shares or other securities to reflect such restrictions. If the Shares or other securities are traded on a securities exchange, the Company shall not be required to deliver any Shares or other securities covered by an Award unless and until such Shares or other securities have been admitted for trading on such securities exchange.

(vii) Section 409A Provisions. Notwithstanding anything in the Plan or any Award Agreement to the contrary, to the extent that any amount or benefit that constitutes “deferred compensation” to a Participant under Section 409A of the Code and applicable guidance thereunder is otherwise payable or distributable to a Participant under the Plan or any Award Agreement solely by reason of the occurrence of a Change in Control or due to the Participant’s disability or “separation from service” (as such term is defined under Section 409A), such amount or benefit will not be payable or distributable to

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the Participant by reason of such circumstance unless the Committee determines in good faith that (i) the circumstances giving rise to such Change in Control, disability or separation from service meet the definition of a change in ownership or control, disability or separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code and applicable proposed or final regulations, or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise. Any payment or distribution that otherwise would be made to a Participant who is a Specified Employee (as determined by the Committee in good faith) on account of separation from service may not be made before the date which is 6 months after the date of the Specified Employee’s separation from service (or if earlier, upon the Specified Employee’s death) unless the payment or distribution is exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise.

Section 7.    Amendment and Termination; Corrections.

(a) Amendments to the Plan. The Board may amend, alter, suspend, discontinue or terminate the Plan at any time; provided, however, that, notwithstanding any other provision of the Plan or any Award Agreement, prior approval of the stockholders of the Company shall be required for any amendment to the Plan that:

requires stockholder approval under the rules or regulations of the Securities and Exchange Commission, the New York Stock Exchange, The NASDAQ Stock Market LLC or any other securities exchange that are applicable to the Company;

increases the number of shares authorized under the Plan as specified in Section 4(a) of the Plan;

increases the number of shares subject to the limitations contained in Sections 4(d)(i), (iii) and (iv) of the Plan or the dollar amount subject to the limitation contained in Section 4(d)(ii) of the Plan;

permits repricing of Options or Stock Appreciation Rights which is prohibited by Section 3(a)(v) of the Plan;

permits the award of Options or Stock Appreciation Rights at a price less than 100% of the Fair Market Value of a Share on the date of grant of such Option or Stock Appreciation Right, contrary to the provisions of Sections 6(a)(i) and 6(b)(ii) of the Plan; and

would cause Section 162(m) to become unavailable with respect to the Plan.

(b) Amendments to Awards. Subject to the provisions of the Plan, the Committee may waive any conditions of or rights of the Company under any outstanding Award, prospectively or retroactively. Except as otherwise provided in the Plan, the Committee may amend, alter, suspend, discontinue or terminate any outstanding Award, prospectively or retroactively, but no such action may adversely affect the rights of the holder of such Award without the consent of the Participant or holder or beneficiary thereof. The Company intends that Awards under the Plan shall satisfy the requirements of Section 409A to avoid any adverse tax results thereunder, and the Committee shall administer and interpret the Plan and all Award Agreements in a manner consistent with that intent. If any provision of the Plan or an Award Agreement would result in adverse tax consequences under Section 409A, the Committee may amend that provision (or take any other action reasonably necessary) to avoid any adverse tax results and no action taken to comply with Section 409A shall be deemed to impair or otherwise adversely affect the rights of any holder of an Award or beneficiary thereof.

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(c) Correction of Defects, Omissions and Inconsistencies. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement in the manner and to the extent it shall deem desirable to implement or maintain the effectiveness of the Plan.

Section 8.    Income Tax Withholding.

In order to comply with all applicable federal, state, local or foreign income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant. In order to assist a Participant in paying all or a portion of the applicable taxes to be withheld or collected upon exercise or receipt of (or the lapse of restrictions relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by (a) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes or (b) delivering to the Company Shares other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes. The election, if any, must be made on or before the date that the amount of tax to be withheld is determined.

Section 9.    General Provisions.

(a) No Rights to Awards. No Eligible Person, Participant or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to any Participant or with respect to different Participants.

(b) Award Agreements. No Participant shall have rights under an Award granted to such Participant unless and until an Award Agreement shall have been duly executed on behalf of the Company and, if requested by the Company, signed by the Participant, or until such Award Agreement is delivered and accepted through any electronic medium in accordance with procedures established by the Company.

(c) No Rights of Stockholders. Except with respect to Restricted Stock and Stock Awards, neither a Participant nor the Participant’s legal representative shall be, or have any of the rights and privileges of, a stockholder of the Company with respect to any Shares issuable upon the exercise or payment of any Award, in whole or in part, unless and until the Shares have been issued.

(d) No Limit on Other Compensation Plans or Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation plans or arrangements, and such plans or arrangements may be either generally applicable or applicable only in specific cases.

(e) No Right to Employment or Directorship. The grant of an Award shall not be construed as giving a Participant the right to be retained as an employee of the Company or any Affiliate, or a Director to be retained as a Director, nor will it affect in any way the right of the Company or an Affiliate to terminate a Participant’s employment at any time, with or without cause. In addition, the Company or an Affiliate may at any time dismiss a Participant from employment free from any liability or any claim under the Plan or any Award, unless otherwise expressly provided in the Plan or in any Award Agreement.

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(f) Governing Law. The internal law, and not the law of conflicts, of the State of Delaware, shall govern all questions concerning the validity, construction and effect of the Plan or any Award, and any rules and regulations relating to the Plan or any Award.

(g) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.

(h) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.

(i) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash shall be paid in lieu of any fractional Share or whether such fractional Share or any rights thereto shall be canceled, terminated or otherwise eliminated.

(j) Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

Section 10.    Effective Date of the Plan; Effect on Prior Plan.

The Plan shall be subject to approval by the stockholders of the Company at the annual meeting of stockholders of the Company to be held on May 4, 2011 and the Plan shall be effective as of the date of such stockholder approval. On and after the date of stockholder approval of the Plan, no awards shall be granted under the Company’s 2005 Stock Incentive Plan, but all outstanding awards previously granted under the 2005 Stock Incentive Plan shall remain outstanding in accordance with the terms thereof.

Section 11.    Term of the Plan.

The Plan shall terminate at midnight on May 3, 2021, unless terminated before then by the Board. Awards may be granted under the Plan until the earlier to occur of termination of the Plan or the date on which all Shares available for Awards under the Plan have been purchased or acquired; provided, however, that Incentive Stock Options may not be granted following the 10-year anniversary of the Board’s adoption of the Plan. As long as any Awards are outstanding under the Plan, the terms of the Plan shall govern such Awards.

Adopted by Board February 10, 2011,8, 2013, subject to and effective upon shareholder approval

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IMATION CORP. 1 IMATION WAY OAKDALE, MN 55128 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 the day before the cut-off date or meeting date. 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 the day before the cut-off date or meeting date. 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:

  M52961-P32240 KEEP THIS PORTION FOR YOUR RECORDS

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DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

IMATION CORP.
	The Board of Directors recommends you vote FOR Proposals 1, 2, 3 and 4:
	1.	Election of Directors
		Nominees:	For	Against	Abstain
		1a.    Theodore H. Bunting, Jr.	¨	¨	¨
		1b.    William G. LaPerch	¨	¨	¨
						For	Against	Abstain
	2.	Approval of the Amendments to the 2011 Stock Incentive Plan.				¨	¨	¨
	3.	Ratify the appointment of PricewaterhouseCoopers as independent registered public accounting firm for fiscal 2013.				¨	¨	¨
	4.	Approval, by non-binding vote, of the compensation of the Company’s named executive officers.				¨	¨	¨
	Check this box if you plan to attend the annual meeting. If you choose to vote your proxy by telephone, please do not hang up until you have been prompted and have replied regarding your attendance at the annual meeting.		Yes ¨	No ¨
	NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

ANNUAL MEETING OF SHAREHOLDERS

LAKE ELMO INN EVENT CENTER

3712 LAYTON AVE NORTH

LAKE ELMO, MN 55042

MAY 8, 2013, 9 A.M. LOCAL TIME

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

The Notice and Proxy Statement and Annual Report to Shareholders are available at

WWW.PROXYVOTE.COM.

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M52962-P32240

PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF IMATION CORP. The undersigned hereby appoints L. White Matthews, III and David Berg, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Imation Corp. Common Stock which the undersigned is entitled to vote and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders of the Company to be held on Wednesday, May 8, 2013 at 9 a.m. local time at Lake Elmo Inn Event Center, 3712 Layton Ave North, Lake Elmo, MN 55042, or any adjournment thereof, with all powers which the undersigned would possess if present at the Meeting. THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE BUT THE CARD IS SIGNED, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES UNDER PROPOSAL 1, FOR PROPOSAL 2, FOR PROPOSAL 3, FOR PROPOSAL 4, AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. Furthermore, as a participant in the Imation Retirement Investment Plan (“RIP”), I hereby direct Fidelity Management Trust Company, as RIP Trustee, to vote at the 2013 Annual Meeting of Shareholders of Imation Corp., and at any adjournment thereof, all shares of Imation Corp. Common Stock allocated as of March 11, 2013 to my account in the Imation RIP, plus a pro rata portion of the shares that have not been allocated to participant accounts or for which no instructions are received, as designated on the reverse side. I understand that this card must be received by BROADRIDGE FINANCIAL SOLUTIONS, acting as tabulation agent for the RIP Trustee, by May 3, 2013. If it is not received by that date, or if the voting instructions are invalid because this form is not properly signed and dated, the shares held in my account will be voted by Fidelity Management Trust Company in the same proportion that the other participants in the plan direct the RIP Trustee to vote shares allocated to their accounts. All voting instructions given by participants shall be held in strict confidence by the RIP Trustee.

(Continued and to be marked, dated and signed, on the other side)