CRRC (MM)

COURIER CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

January 25, 2012

To the Stockholders of

COURIER CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of COURIER CORPORATION (the “Corporation”) will be held at the Vesper Country Club, 185 Pawtucket Boulevard, Tyngsboro, MA, at 11:00 A.M. on Wednesday, January 25, 2012 for the following purposes:

1.                To elect three Class B Directors to hold office for a term of three years and until their respective successors shall be elected and shall have been duly qualified;

2.                To approve an advisory vote on executive compensation;

3.                To approve an advisory vote on the frequency of future advisory votes on executive compensation;

4.                To ratify and approve the selection by the Audit and Finance Committee of the Corporation’s Board of Directors of Deloitte & Touche LLP as independent auditors for the Corporation for the current fiscal year ending September 29, 2012; and

5.                To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on November 28, 2011 as the record date for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements thereof.

15 Wellman Avenue

North Chelmsford, Massachusetts 01863

December 6, 2011

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on January 25, 2012 — The proxy statement and annual report are also available online for viewing at www.courier.com.

If you do not expect to attend in person, it would be appreciated if you would fill in and sign the enclosed proxy and return it promptly in the enclosed envelope.  You may also vote your shares through the Internet or by telephone as indicated on the enclosed proxy card.

PROXY STATEMENT

COURIER CORPORATION

15 Wellman Avenue

North Chelmsford, Massachusetts 01863

ANNUAL MEETING OF STOCKHOLDERS

January 25, 2012

NATURE OF SOLICITATION

This Proxy Statement is furnished in connection with and accompanies a Proxy Card (the “Proxy”) for and Notice of Annual Meeting of Stockholders (the “Notice”) of Courier Corporation (the “Corporation” or “Courier”), to be held Wednesday, January 25, 2012 at 11:00 A.M. at Vesper Country Club, 185 Pawtucket Boulevard, Tyngsboro, MA, for the purposes set forth in the Notice.  The solicitation is made on behalf of the Board of Directors of the Corporation (the “Board of Directors” or “Board”).

This Proxy Statement and the accompanying Notice and Proxy are first being sent to stockholders on or about December 6, 2011.  The Board of Directors has fixed the close of business on November 28, 2011 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”).

The cost of preparing, assembling and mailing the Proxy and Notice and this Proxy Statement and of soliciting Proxies is to be borne by the Corporation.  In addition to the use of the mails, solicitation may be made by telephone and personally by employees and Directors of the Corporation.  Georgeson Shareholder Communications, Inc. has been hired by the Corporation to act as a distribution agent and solicitor only with respect to record holders who are brokers, dealers, banks or other entities that exercise fiduciary powers in nominee name or otherwise, at a fee of approximately $6,000.  The Corporation will also bear the expense of record holders who are banks, brokers and other fiduciaries or nominees who may forward Proxies and proxy material to beneficial owners of such shares.

Any Proxy given pursuant to this solicitation may be revoked by the person giving it prior to the exercise of the powers conveyed by it by filing with the Secretary/Clerk of the Corporation a written revocation or duly executed Proxy bearing a later date, properly casting a new vote through the Internet or by telephone at any time before the closure of the Internet or telephone voting facilities, or by attending the Annual Meeting and voting in person.  Unless a Proxy is revoked, the shares represented thereby will be voted at the Annual Meeting or at any adjournment thereof in the manner hereinafter described.

The Annual Report of the Corporation for the fiscal year ended September 24, 2011, including the Form 10-K for the fiscal year ended September 24, 2011, is being mailed to stockholders concurrently with this Proxy Statement.

VOTING SECURITIES

As of the Record Date, the securities outstanding and entitled to vote at the Annual Meeting consist of 12,228,636 shares of Common Stock, par value $1 per share, of the Corporation (the “Common Stock”).  Only holders of record of Common Stock on the Record Date will be entitled to vote at the Annual Meeting.  Each stockholder is entitled to one vote, in person or by proxy, for each share held.  The presence, in person or by proxy,

of a majority in interest of all shares of Common Stock issued, outstanding and entitled to vote at the Annual Meeting constitutes a quorum for the meeting (6,114,319 shares).  Abstentions, withhold authority and broker non-votes shall be counted as present and entitled to vote for purposes of determining a quorum.

An “abstention” represents an affirmative choice to decline to vote on a proposal other than the election of directors.  A “withhold authority” vote is a stockholder’s vote to withhold authority to cast a vote “for” the election of one or more director nominees.  A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power under applicable law with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner.  If you hold shares through a broker, bank or other custodian (also referred to as holding shares in “street-name”), only such broker, bank, custodian or other nominee can vote your shares.  In order to ensure that your shares are voted at the Annual Meeting, you must give specific instructions regarding how to vote your shares.  If you do not give specific instructions regarding how to vote your shares, the broker, bank, custodian or other nominee may not exercise their discretion to vote your shares with respect to any of the proposals at the Annual Meeting.

A plurality of votes properly cast for the election of Directors by stockholders attending the Annual Meeting in person or by proxy will elect Directors to office.  A majority of votes properly cast at the Annual Meeting is required for the ratification of the auditors and for the approval of Item 2, the non-binding advisory resolution on executive compensation and the frequency of such vote concerning executive compensation.  For Item 3, the frequency of executive compensation votes, a majority of votes properly cast is required for approval, but if no alternative receives a majority of the votes properly cast, the alternative that receives a plurality of the votes properly cast shall be treated as the option recommended by the stockholders.  For Items 2, 3 and 4, abstentions and broker non-votes will not be counted as votes cast at the Annual Meeting and therefore have no effect on the vote on such items.  Under the Corporation’s Corporate Governance Guidelines, Directors who do not receive a majority of the votes cast are required to submit their resignation to the Board of Directors.  The Board of Directors then determines whether to accept such resignation as set forth in the Corporate Governance Guidelines.

Stockholders are requested to complete, date, sign and return the accompanying proxy card in the enclosed envelope or to vote the proxy card by telephone or via the Internet according to the instructions on the proxy card.  Shares of Common Stock represented by properly executed proxies received by the Corporation and not revoked will be voted at the Annual Meeting in accordance with the instructions contained therein.  If instructions are not given on the proxy card, properly executed proxies will be voted “FOR” the election of the Corporation’s nominees for director, “FOR” the approval of executive compensation, for executive compensation voting EVERY year and “FOR” the approval of the independent registered public accounting firm.  The Board does not know of any matters other than those described in this Proxy Statement which will be presented for action at the Annual Meeting.  If other matters are duly presented, proxies will be voted in accordance with the best judgment of the proxy holders.

Any proxy may be revoked at any time before it is voted on any matter by giving written notice of such revocation to the Secretary of the Company, or by signing and duly delivering a proxy bearing a later date, or voting by telephone or via the Internet at a later date or by attending the Annual Meeting and voting in person.  The latest dated completed proxy will be the one that counts.

2

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the Record Date, the ownership of Common Stock by each Director, by each executive officer named in the Summary Compensation Table below (each, a “Named Executive Officer”), by all Directors and executive officers of the Corporation as a group, and by any person or group known to the Corporation to be the beneficial owner of more than 5% of the outstanding shares of Common Stock.  The number of shares beneficially owned by each person and entity is determined according to the rules of the Securities and Exchange Commission (the “Commission”), and the information is not necessarily indicative of beneficial ownership for any other purpose.  Under such rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and also any shares which the individual or entity has the right to acquire within sixty days of the Record Date through the exercise of an option or similar right.  Except as noted below, each holder has sole voting and investment power with respect to all shares of Common Stock listed as owned by such person or entity.

(1)  The information concerning the amount of Common Stock beneficially owned by each of the Directors and executive officers was furnished to the Corporation by each such Director or executive officer.  The address for the Directors and executive officers is c/o Courier Corporation, 15 Wellman Avenue, North Chelmsford, MA 01863.

(2)  Includes shares subject to options exercisable within sixty days of the Record Date as follows:  Mr. Conway, 55,179 shares; Mr. Braverman, 10,703 shares; Prof. Curley, 23,894 shares; Mr. Hoff, 23,894 shares; Mr. Markell, 23,894 shares; Mr. Skates, 23,894 shares; Mr. Story, 48,206 shares; Mr. Thorndike, 23,894 shares; Ms. Wagner, 23,894 shares; Mr. Folger, 24,576 shares; Mr. Balakrishna, 20,070 shares; Mr. Zimmerman, 18,998 shares; and all Directors and executive officers as a group, 321,096 shares.  For purposes of calculating the percentage of shares outstanding with respect to each individual and the group, the shares subject to such options have been treated as if they were issued and outstanding only as to such individual or group.

(3)  Includes shares allocated to individual accounts in the Courier Employee Stock Ownership Plan (the “ESOP”) as follows:  Mr. Conway, 11,378 shares; Mr. Story, 8,103 shares; Mr. Folger, 5,246 shares; and Mr. Zimmerman, 225 shares.

3

(4)  Includes 256,461 shares owned by the James F. Conway, Jr. Trusts of which Mr. Conway III is a trustee with shared voting and investment power as to these shares.  Mr. Conway’s address is c/o the Corporation, 15 Wellman Avenue, North Chelmsford, MA 01863.  Also includes 57,607 shares owned by Mr. Conway’s adult children.

(5)  Includes 100,000 shares pledged by Mr. Hoff against a line of credit with UBS Financial Services, Inc.

(6)  Includes 900 shares owned by family trusts of which Mr. Skates is a trustee with shared voting and investment power as to these shares, as to which he disclaims beneficial ownership.

(7)  Mr. Story announced his intention to retire from the Company and resign from the Company’s Board of Directors effective December 31, 2011.

(8)  Includes 4,050 shares owned by Mr. Story’s wife, as to which shares Mr. Story disclaims beneficial ownership.

(9)  Includes 4,500 shares owned by a family trust of which Mr. Thorndike is a trustee with shared voting and investment power as to these shares, as to which he disclaims beneficial ownership.

(10)  Mr. Zimmerman’s employment with the Company ended on November 15, 2011.

(11)  Based upon information provided by T. Rowe Price Associates, Inc. (“Price Associates”) as of the Record Date.  The total shares held of 1,179,740 are owned by various individual and institutional investors, including T. Rowe Price Small-Cap Value Fund, Inc. (which owns 1,036,200 shares representing 8.5% of the shares outstanding), for which Price Associates serves as investment adviser with power to direct investments and/or power to vote the securities. Price Associates has sole dispositive power for the entire holding of 1,179,740 shares and has sole voting power for 133,840 shares.  For purposes of the reporting requirements of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities.  The address for Price Associates is 100 East Pratt Street, Baltimore, MD 21202.

(12)  Based upon the most recent Form 13F filing with the Securities and Exchange Commission by BlackRock Fund Advisors (“BlackRock”) as of September 30, 2011, BlackRock owned 721,994 shares. The address for BlackRock is 400 Howard Street, San Francisco, CA 94105.

ITEM 1:  ELECTION OF DIRECTORS

The Board presently consists of nine members and is divided into three classes, with three directors in Class A, three directors in Class B and three directors in Class C.  Directors serve three-year terms, with one class of directors being elected by the Corporation’s stockholders at each annual meeting of stockholders.

Three Class B Directors are to be elected at the 2012 Annual Meeting.  If elected, each of the three Class B Directors will serve until the 2015 Annual Meeting and until his successor shall have been elected and duly qualified or until his or her earlier death, incapacity, resignation or removal.  The board has nominated James F. Conway III, Kathleen Foley Curley, and W. Nicholas Thorndike for re-election as Class B directors and

4

is soliciting proxies for these three nominees.  Messrs. Conway and Thorndike and Prof. Curley have consented to being named as a nominee in this Proxy Statement and have agreed to stand for election and to serve, if elected, as directors.

Mr. Story has indicated his intention to resign from the Board, concurrently with his retirement from the Corporation, effective December 31, 2011.

Messrs. Conway and Thorndike, and Prof. Curley were previously elected by the stockholders.

The Board of Directors unanimously recommends a vote FOR each of the three Class B Director Nominees listed below.

(1) Member of Audit and Finance Committee

(2) Member of Nominating and Corporate Governance Committee

(3) Member of Compensation and Management Development Committee

(4) Retiring December 31, 2011

The Board and the Nominating and Corporate Governance Committee believe that the diversity of backgrounds and breath of experience of the current Board members together provide the Corporation with the necessary expertise and perspectives needed to guide the business.  The current Directors have experience from current or former roles at a diverse set of domestic and international companies, educational institutions and philanthropic organizations and across a broad range of disciplines.  As a result, they bring the necessary knowledge and understanding of business processes, strategies and challenges to serve as Directors of the Corporation.  In addition, each of our Directors has the requisite integrity, character, judgment, and interpersonal skills to contribute effectively to the Board and ensure excellence in the performance of its duties.

Nominees for Election as Class B Directors

James F. Conway III — Mr. Conway, age 59, has been a Director of the Corporation since 1988.  Mr. Conway was elected Chairman of the Corporation on September 22, 1994 and also serves as President and Chief Executive Officer.  He had been Acting Chairman, President and Chief Executive Officer since December 1992, and President and Chief Operating Officer from 1988 to 1992. He is a Director of Enterprise Bancorp Inc. and a

5

member of the Regional Advisory Board for Citizens Bank. Mr. Conway was previously elected to serve as a Class B Director until the 2012 Annual Meeting.

Mr. Conway’s qualifications for service on the Corporation’s Board include:  (1) 22 years of service as a member of Courier’s Board of Directors, including the past 16 years as Chairman of the Board and Chief Executive Officer; (2) over 35 years experience in the printing industry with executive level responsibility for all aspects of operations, strategic planning, and business development, and leadership positions in industry associations including Chairman of Associated Industries of Massachusetts and President of Book Manufacturers Institute; and (3) Board experience including serving as an independent Director and Chairman of the Compensation Committee for Enterprise Bank & Trust Co.

Kathleen Foley Curley — Professor Curley, age 60, has been a Director of the Corporation since 1995, and she is currently Chairperson of the Nominating and Corporate Governance Committee.  She joined Boston University School of Management as a Research Professor in 2002. She had been Senior Vice President and Chief Community Builder at Communispace Corporation from 2000 to 2002 and Executive Director of Lotus Institute since 1999.  Prior to her industry positions, she was a tenured Professor at Northeastern University College of Business Administration in Management Information Systems between 1982 and 1997. Professor Curley was previously elected to serve as a Class B Director until the 2012 Annual Meeting.

Prof. Curley’s qualifications for service on the Corporation’s Board include:  (1) extensive experience in the areas of collaborative software, knowledge management and technology strategies that contribute to business value from her positions with Communispace Corporation, Lotus Institute, and the IBM Software Group; (2) business development experience in her role as Chief Community Builder at Communispace and as Executive Director of Lotus Development Corp.; and (3) first hand experience in the field of education through her present position and her research and work developing the educational agenda for the Institute of Global Work.

W. Nicholas Thorndike — Mr. Thorndike, age 78, has been a Director of the Corporation since 1989, and currently serves as Lead Director in meetings of the independent Directors.  He is an independent trustee of the mutual funds of Grantham, Mayo, and Van Otterloo (GMO).  He has also served as a Trustee of Massachusetts General Hospital from 1969 to 1999 and now serves as Honorary Trustee, and was the Chairman of the Board from 1987 to 1992 and President from 1992 to 1994.  Until December 1988, he was Chairman and Managing Partner of Wellington Management Company. Mr. Thorndike was previously elected to serve as a Class B Director until the 2012 Annual Meeting.

Mr. Thorndike’s qualifications for service on the Corporation’s Board include:  (1) extensive financial and managerial expertise as Chairman and Managing Partner of Wellington Management Company as well as trustee of the mutual funds of Grantham, Mayo, and Van Otterloo; (2) significant executive, business and operational experience as past Chairman and as past President of Massachusetts General Hospital; (3) industry exposure as past Director of the Providence Journal Company; and (4) significant board and trustee experience, including serving as the Corporation’s Lead Independent Director.

Directors Continuing in Office

The following persons are incumbent Directors and have unexpired terms as Class A and Class C Directors as indicated.

6

Class A Directors

Edward J. Hoff — Mr. Hoff, age 56, has been a Director of the Corporation since 1989, and he is currently Chairperson of the Compensation and Management Development Committee.  He joined IBM as Vice President in 2001 and serves as a member of the IBM Senior Leadership Team, called the Integration and Values Team. He was President of Leadership Development Inc., a management development firm, from 1998 to 2001.  He had been a Partner at The Center for Executive Development from 1992 to 1998. Mr. Hoff was previously elected as a Class A Director to serve until the 2014 Annual Meeting.

Mr. Hoff’s qualifications for service on the Corporation’s Board include: (1) ten years of executive experience in leadership and management development as Vice President at IBM, as President of Leadership Development Inc., and as Partner at The Center for Executive Development; (2) human resources and compensation expertise through his roles at IBM; (3) 10 years of successful entrepreneurial experience; and (4) a global perspective as a result of working for a large, multinational corporation like IBM.

Robert P. Story, Jr. — Mr. Story, age 60, has been a Director of the Corporation since 1995.  He was elected Executive Vice President and Chief Operating Officer of Courier in November 2006.  Mr. Story has operational responsibility for the Corporation’s publishing and book manufacturing operations.  He joined the Corporation in 1986 as Vice President and Treasurer and served as Senior Vice President and Chief Financial Officer from April 1989 through October 2006.  Mr. Story was previously elected as a Class A Director to serve until the 2014 Annual Meeting.  Mr. Story has indicated his intention to resign from the Board when he retires from the Corporation effective December 31, 2011.

Mr. Story’s qualifications for service on the Corporation’s Board include:  (1) nearly 25 years of printing and publishing industry, operations and manufacturing experience as Chief Operating Officer and other roles in the Corporation; (2) financial expertise gained as Chief Financial Officer and as Vice President and Treasurer; (3) strategic planning and business development experience as Chief Operating Officer and a member of the Board of Directors for 15 years; and (4) previous to Courier, 11 years of accounting and financial expertise including as a CPA with Arthur Anderson, CFO of a public technology company and founder and president of a startup company.

Susan L. Wagner — Ms. Wagner, age 62, has been a Director of the Corporation since November 2004.  She is Senior Vice President, Global Strategic Insights, Johnson and Johnson Group of Consumer Companies, a position she has held since September 2008.  Prior to that time she was Vice President, Strategic Insights, Pepsi-Cola Company from 2006 to 2008, Vice President of Consumer and Market Knowledge, Procter and Gamble from 2005 to 2006, Vice President of Market Research, Personal Care Group for the Gillette Company from 2002 to 2005 and Vice President of Strategic Market Intelligence, Duracell, from 1998 to 2002.  Ms. Wagner was previously elected as a Class A Director to serve until the 2014 Annual Meeting.

Ms. Wagner’s qualifications for service on the Corporation’s Board include:  (1) strategic planning experience as Senior Vice President, Global Strategic Insights for Johnson and Johnson and as Vice President, Strategy and Insights for Pepsi-Cola North America; (2) marketing expertise as Vice President of Consumer and Market Knowledge for Procter and Gamble, as Vice President of Market Research for Gillette Company, and as Vice President of Strategic Market Intelligence for Duracell; and (3) a global perspective for distributing products internationally gained through working for large multinational corporations like Gillette, Procter and Gamble, Pepsi-Cola and Johnson and Johnson.

7

Class C Directors

Paul Braverman — Mr. Braverman, age 62, has been a Director of the Corporation since June 2009.  He was a Partner and Chief Financial Officer of Wellington Management Company, LLP from 1986 to 2007.  Prior to that he served as Corporate Pension Manager for Digital Equipment Corporation from 1980 to 1986 and as Tax Counsel from 1977 to 1980; Director of Taxation and International Controller for Data Terminal Systems from 1978 to 1980; and Tax Manager for Arthur Young & Co. from 1973 to 1977.  He is currently a Director of Brigham and Women’s Hospital, Faulkner Hospital, Claren Road Asset Management LLC, and MPAM USS Credit Fund (Cayman) Ltd., Trustee of Grantham, Mayo, and Van Otterloo and Co., LLC, a Trustee of the New England Conservatory, and a member of the Partners HealthCare Real Estate Committee.  Mr. Braverman was previously elected to serve as a Class C Director until the 2013 Annual Meeting.

Mr. Braverman’s qualifications for service on the Corporation’s Board include:  (1) extensive financial and managerial expertise as Partner and Chief Financial Officer of Wellington Management Company and in various roles at Digital Equipment Corporation, Data Terminal Systems and Arthur Young & Co.; (2) designation as an audit committee financial expert based on his financial experience; and (3) diverse board and trustee experience through a broad range of organizations.

Peter K. Markell — Mr. Markell, age 56, has been a Director of the Corporation since November 2004.  He is Chief Financial Officer and Treasurer of Partners HealthCare System, Inc., having joined as Vice President for Finance in 1999. He had previously been a partner at Ernst & Young LLP from 1988 to 1998. He is a Director of Eastern Bank.  Mr. Markell was previously elected as a Class C Director to serve until the 2013 Annual Meeting.

Mr. Markell’s qualifications for service on the Corporation’s Board include:  (1) extensive financial and managerial expertise as Chief Financial Officer and Treasurer for Partners HealthCare System, Inc., and as Partner at Ernst & Young LLP; (2) designation as an audit committee financial expert based on his financial and accounting experience; and (3) board experience through his Director and Trustee positions and community commitment to organizations such as Eastern Bank, Boston College, Big Brother of Mass Bay, and the Forbes House Museum.

Ronald L. Skates — Mr. Skates, age 70, has been a Director of the Corporation since 2003, and he is currently Chairperson of the Audit and Finance Committee.  He is a private investor. From 1989 through 1999, he was President and Chief Executive Officer of Data General Corporation, a computer and storage manufacturer. He retired in 1999 when EMC Corp. acquired the company. Prior to joining Data General in 1986, Mr. Skates was a Certified Public Accountant and a partner with Price Waterhouse & Co. He is a Director of Gilbane Corporation, Raytheon Company and State Street Corporation. Mr. Skates was previously elected as a Class C Director to serve until the 2013 Annual Meeting.

Mr. Skates’ qualifications for service on the Corporation’s Board include:  (1) extensive business and managerial experience and skills gained as President and CEO of Data General Corporation; (2) accounting and financial expertise as Partner with Price Waterhouse & Co., as a Certified Public Accountant, and as Audit Committee Chairperson for Raytheon Co., State Street Corporation and the Corporation; (3) designation as an audit committee financial expert based on his financial and accounting experience; and (4) extensive board experience and broad exposure to addressing governance and strategic

8

matters across a diverse set of industries as a Board Member at Raytheon Company, State Street Corporation and Gilbane Corporation.

CORPORATE GOVERNANCE

The Corporation’s Board of Directors is responsible for supervision of Management and the overall affairs of the Corporation.  The Board has delegated certain authority to committees and has adopted certain governance guidelines designed to ensure the continued excellence of the board in the performance of its duties.  The roles of the committees and the governance guidelines are discussed below.  The Corporation’s Corporate Governance Guidelines, the charters of the Nominating and Corporate Governance Committee, the Audit and Finance Committee, and the Compensation and Management Development Committee, the Corporation’s Business Conduct Guidelines, and the Environmental, Health and Safety Policy are available on the Corporation’s website at www.courier.com.  Printed copies are available free of charge by contacting General Counsel, Courier Corporation, 15 Wellman Avenue, North Chelmsford, MA 01863.

Code of Ethics

On November 4, 2003, the Board of Directors adopted, and subsequently amended on September 18, 2007, the Courier Corporation Business Conduct Guidelines for all its directors, officers and employees.  The Courier Corporation Business Conduct Guidelines have been posted on the Corporation’s website at www.courier.com.

Board Meetings and Committees

The Board of Directors held a total of seven meetings during the fiscal year ended September 24, 2011.  The Board of Directors has established the following separately designated standing committees: an Audit and Finance Committee, a Compensation and Management Development Committee and a Nominating and Corporate Governance Committee.

Audit and Finance Committee

The Audit and Finance Committee (the “Audit Committee”) consists of Messrs. Braverman, Markell, and Skates.  Mr. Skates serves as Chairperson of the Audit Committee. The Board of Directors has determined that Messrs. Skates, Markell, and Braverman each meet all of the qualifications of an Audit Committee Financial Expert, as defined in Item 407(d)(5) of Regulation S-K under the Securities Exchange Act of 1934.  All the members of the Audit Committee are “independent”, under the rules of the NASDAQ Global Select Market (“NASDAQ”) and the Commission.  The functions of the Audit Committee include appointment and oversight of independent auditors for the Corporation; determination of compensation payable to the independent auditors; consultation with the Corporation’s independent auditors regarding the plan of audit; review, in consultation with the independent auditors, of their audit report and management letter; and review of reports and recommendations of the Corporation’s internal audit department. The Audit Committee has established procedures for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters.  These procedures, along with the Audit Committee Charter are available to stockholders on the Corporation’s website at www.courier.com. The Audit Committee held four meetings during the last fiscal year.  A part of each of the meetings was held with representatives of the Corporation’s independent auditors outside of the presence of

9

management.  The Audit Committee also met separately with the Corporation’s internal audit manager at each of these formal meetings.

Compensation and Management Development Committee

The Compensation and Management Development Committee (the “Compensation Committee”) consists of Messrs. Braverman, Hoff, Markell, Skates, and Thorndike, Ms. Wagner and Professor Curley.   Mr. Hoff serves as Chairperson of the Committee.  All the members of the Compensation Committee are “independent” under the rules of NASDAQ and the Commission.  The Compensation Committee administers the Corporation’s executive compensation programs and approves the compensation of executive officers.  The Compensation Committee Charter is available to stockholders on the Corporation’s website at www.courier.com.  The Committee meets each September and November to formally review executive compensation and may meet at other times during the year on compensation matters.

At its meeting in September of each year, the Compensation Committee reviews compensation data provided by the Vice President of Human Resources to establish compensation targets for the executives for the upcoming fiscal year.  The Compensation Committee has not engaged any compensation consultant to assist it in its compensation decisions.  As part of the process of setting executive compensation targets, the Compensation Committee reviews the following:

·                   Compensation tally sheets for the Chief Executive Officer (“CEO”) and each executive as prepared by the Vice President of Human Resources.  The overall purpose of these tally sheets is to bring together, in one place, all of the elements of actual and potential future compensation of our named executive officers.  The tally sheets provide a four-year review of all compensation earned by the executives under our Executive Compensation Program, including salary, bonuses, perquisites, company contributions made on executives’ behalf to the Corporation’s retirement plan and deferred compensation plan, the value of stock options and restricted stock grants, and potential future payments under long-term plans and change in control arrangements.

·                   Compensation data of other companies of similar size or in similar industries as the Corporation.  For fiscal year 2011, the Compensation Committee reviewed compensation data of executives from our peer group, which consisted of Borders Group, Inc.; Bowne & Company, Inc.; Consolidated Graphics, Inc; Ennis, Inc.; The Standard Register Company; Scholastic Corporation; and John Wiley & Sons, Inc.; and survey data as provided through The Survey Group 2010 Management Compensation Survey, which is a survey of compensation from 253 Massachusetts-based companies, reported on an aggregate basis based on size, industry, and geographic location without reference to company names.  The Corporation only benchmarks compensation against the peer group.

Each year at the September meeting, the Compensation Committee also grants stock options and restricted stock awards to the CEO and other executives as part of their compensation package for the next fiscal year.

At its November meeting each year, following its review of the prior fiscal year’s operating results, the Compensation Committee approves awards earned under our Executive Compensation Program for the fiscal year just ended.  In addition, the Compensation Committee reviews the compensation targets it established for the CEO and other executives at the September meeting and formally approves the compensation of the

10

CEO and the proposed compensation for the other executives for the new fiscal year.  The Compensation Committee also sets the performance targets for the new fiscal year’s performance-based incentive plans.

Management’s Role in the Compensation-Setting Process .  The CEO provides his evaluation of the performance of the other executives to the Compensation Committee.  Using tally sheets and peer group and company survey data as prepared by the Vice President of Human Resources described above, he recommends salary, non-equity incentive compensation, and equity compensation for the other executives, and recommends the business performance targets and objectives for approval by the Compensation Committee in connection with incentive compensation plans.  The CEO does not participate in discussions of his compensation by the Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee (the “Nominating Committee”) consists of Messrs. Braverman, Hoff, Markell, Skates, and Thorndike, Ms. Wagner and Professor Curley.  Professor Curley serves as Chairperson of the Nominating Committee.  All the members of the Nominating Committee are “independent” under the rules of NASDAQ.  The Nominating and Corporate Governance Committee Charter is available to stockholders on the Corporation’s website at www.courier.com.

The Nominating Committee, on behalf of the Board of Directors, is responsible for identifying individuals qualified to become Board members and recommending to the Board Director nominees for election, including nominees to be elected or re-elected as Directors at each annual meeting of stockholders, as more fully detailed in the Nominating Committee charter.  The Nominating Committee also periodically reviews and monitors the Corporation’s performance against the Corporate Governance Guidelines established by the Committee.  Each of the Directors is in compliance with the stock ownership requirements set forth in the Corporate Governance Guidelines.

To fulfill its responsibility to recruit and recommend to the full Board nominees for election as Directors, the Nominating Committee reviews the composition of the full Board to determine the qualifications and areas of expertise needed to further enhance the composition of the Board and works with management in attracting candidates with those qualifications.

·                   The Nominating Committee looks for nominees to have the highest personal and professional integrity, demonstrated exceptional ability and judgment, and effectiveness in serving the long-term interests of the stockholders as a member of the Board.

·                   The Nominating Committee may consider whether the nominee has direct experience in the printing or publishing industry or in the markets in which the Corporation operates and whether the nominee, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience.

·                   The Nominating Committee must ensure that the Board has sufficient “independent” directors (as defined under NASDAQ’s rules) and sufficient “audit committee financial experts” on the Board to satisfy all applicable rules of NASDAQ and the Securities and Exchange Commission, including rules regarding the composition of certain committees of the Board.

11

·                   The Nominating Committee considers the number of other boards of public companies on which a candidate serves under our Corporate Governance Guidelines.

The Nominating Committee considers candidates for Director suggested by our stockholders, provided that the recommendations are made according to the procedures and within the time periods required under our By-laws.   Stockholder nominees whose nominations comply with these procedures and who meet the criteria outlined above, in the Nominating Committee’s Charter, and in our Corporate Governance Guidelines, will be evaluated by the Nominating Committee in the same manner as the Nominating Committee’s nominees.

The Nominating Committee recommended that Messrs. Conway and Thorndike, and Prof. Curley each be nominated for election to serve as Class B Directors until the 2015 Annual Meeting.  Pursuant to the Corporation’s Corporate Governance Guidelines regarding a Director standing for reelection after the age of 75, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors determined that the reelection of Mr. Thorndike would be in the best interests of the stockholders of the Corporation.  The Nominating Committee held two meetings during the last fiscal year.

Board Leadership Structure

The Board believes that the most effective leadership structure for the Corporation at this time is one with a combined Chairman and CEO, coupled with an independent Lead Director.  The Board believes that combining these roles benefits the Corporation by providing a clear and consistent strategic focus and facilitating the execution of strategies in the short and long terms.  The current Chairman and CEO has a long and proven track record in his current role and many decades of experience in the printing and publishing industries.  By combining the roles, he is better able to negotiate with the Corporation’s major customers who value a single unified decision maker and respond nimbly to their changing business needs and objectives.  The open communications between our Chairman and the rest of the Board keeps the Board informed of significant enterprise risks and major developments in operations.  Taken together with an experienced Lead Director like Mr. Thorndike, the Board believes that the structure is currently optimal for the Corporation.  The Board created the position of Lead Director to strengthen independent Board oversight.  Pursuant to the Corporation’s Corporate Governance Guidelines, since our Chairman is also the CEO, the Lead Director is required to be independent and is elected by a majority of the independent directors.  The Lead Director is charged with presiding over executive sessions of the Corporation’s independent directors.  The Lead Director is also responsible for liaising with the Chairman on matters raised by the independent directors and providing input on agendas and information presented to the Board.

Risk Management

The Corporation’s senior management is charged with assessing and managing the Corporation’s exposure to risk on a day-to-day basis.  Many controls and processes to mitigate and control risk are embedded in the Corporation’s operations.  The Board is primarily responsible for overseeing management in the execution of this responsibility and for evaluating the Corporation’s approach to risk management.  The Board exercises this responsibility in the course of its meetings and through its Committees.  As part of its periodic review of Management’s recommendations on the budget and guidance for upcoming fiscal periods, the Board requires Management to review the significant risks and

12

assumptions underlying Management’s recommendations.  The Board is then able to assess and provide input on whether Management has appropriately identified and considered the risks to the Corporation’s business and prospects.  In addition, as part of any commitment of capital for capital expenditures or acquisitions or in connection with any financings or other strategic transactions, the Board considers enterprise risk as part of its deliberations of those matters.  The Board’s committees take the lead on certain areas of risk within their area of expertise or responsibility.  The Audit & Finance Committee plays a significant role in managing risk from a financial perspective, such as hedging and derivative instruments, interest rate exposure, access to capital and capital structure.  The Audit & Finance Committee also focuses on risk associated with audit and reporting matters, using the Corporation’s internal and external auditors to confirm the robustness and verify the effectiveness of the Corporation’s disclosure controls and procedures and internal controls over financial reporting.  The Compensation & Management Development Committee focuses on risk as it relates to compensation and works to ensure that management is not incented to take unreasonable risk as a result of the Corporation’s compensation structure.

Participation at Meetings

Each Director attended at least 75% of the total number of meetings held by the Board of Directors and each committee on which he or she served during fiscal year 2011. According to a resolution passed by the Board of Directors, all Directors are expected to attend our annual meeting, and all but one of the Directors did attend the 2011 Annual Meeting.

Contacting Members of the Board of Directors

The policy of the Board of Directors is that stockholders of the Corporation may contact the Board of Directors, including the Chairman of the Board, the independent directors as a group, or any individual director, by writing to the Board of Directors c/o, Courier Corporation, Attention: Rajeev Balakrishna, Compliance Officer, 15 Wellman Avenue, North Chelmsford, MA 01863.  Such writing must clearly specify the name of the individual director or group of directors to whom such writing is addressed.

If you wish to contact the Audit Committee to report complaints or concerns regarding accounting, internal accounting controls or auditing matters, you may do so by writing to the Compliance Officer, Courier Corporation, 15 Wellman Avenue, North Chelmsford, MA 01863.  You are welcome to make such reports anonymously.

We recommend that all correspondence be sent via certified U.S. mail, return receipt requested.  All such correspondence received in this manner will be forwarded to the relevant director or group of directors or other addressee.

Director Independence

The Board of Directors has determined that each of Messrs. Braverman, Hoff, Markell, Skates and Thorndike, Prof. Curley and Ms. Wagner is an “independent director” in accordance with the corporate governance rules of NASDAQ.  Therefore, the Corporation currently has a majority of “independent directors.”

13

Meetings of Independent Directors

Independent directors of the Corporation regularly meet in executive session outside the presence of management.  The Lead Director, Mr. Thorndike, presides over these meetings.  Any interested parties who wish to make their concerns known to the independent directors may avail themselves of the procedures listed above in the section of this Proxy Statement entitled “Contacting Members of the Board of Directors.”

Related Party Transactions

Under the terms of the Audit Committee charter and its Business Conduct Policy, information about transactions involving related persons are reviewed by the independent directors of the Corporation.  Related persons include, among others, the Corporation’s directors and executive officers, as well as immediate family members of directors and officers.  If the determination is made that a related person has a material interest in any transaction of the Corporation, then the Corporation’s independent directors would review, and if it were in the best interests of the Corporation, approve or ratify it.  In addition, the transaction would be required to be disclosed in accordance with the Commission’s rules.  There were no related party transactions in fiscal 2011.

Directors’ Compensation

The Corporation paid its non-employee directors (Messrs. Braverman, Hoff, Markell, Skates and Thorndike, Prof. Curley and Ms. Wagner) an annual retainer of $25,000 for calendar year 2011.  During fiscal year 2011, for any meeting in which they participated, they also received meeting fees of $1,250 per meeting of the Board of Directors and any committee of the Board of Directors or $625 for any such meeting held by phone and lasting less than one-half hour. Any Director who participated by phone for a regular meeting was paid the full meeting fee for the first such occurrence, and $625 for any subsequent occurrences.  The Corporation paid annual retainer fees to non-employee directors who serve as Chairpersons of Committees of the Board of Directors as follows:  Compensation Committee, $10,000; Audit Committee, $10,000; and Nominating Committee, $5,000.  Non-employee directors may receive additional fees for service on executive, strategic initiative, stockholder value and other special committees that the Board of Directors may from time to time establish.  Total compensation earned for fiscal 2011 for each of the non-employee directors is detailed in the table below.

For fiscal 2011, the non-employee directors were allowed, at their election, to receive all or one-half of their annual retainer fees for services as Directors and as Chairpersons of Committees (“annual retainer fees”) in the form of stock units or shares of Common Stock pursuant to the Corporation’s 2010 Stock Equity Plan (the “Stock Equity Plan”).  In calendar 2011, an aggregate of 11,520 shares were awarded to the following Directors who elected to receive shares in lieu of their annual cash retainer:  Mr. Braverman, 1,694 shares; Mr. Hoff, 2,372 shares; Mr. Markell, 1,694 shares; Mr. Skates, 2,372 shares; Mr. Thorndike, 1,694 shares; and Ms. Wagner, 1,694 shares.  In addition, all non-employee directors received two stock awards. The first of these awards was a stock option valued at approximately $25,000 based on the Black-Scholes option-pricing model and with an exercise price equal to the fair market value on the grant date; and the second was a restricted stock grant of approximately $25,000 based on the closing stock price on the date of grant.  The stock options were for 6,211 shares of Common Stock each, or an aggregate of 43,477 shares, were granted at an exercise price of $14.76 per share, the fair market value on the grant date, and the restricted stock grants were for 1,681 shares of Common Stock each, or an aggregate of 11,767 shares.  The stock options have a term of

14

five years from the date of grant and (except for transfers to or for the benefit of the Director’s immediate family) are non-transferable otherwise than by will or the laws of descent and distribution.  Both the stock options and restricted stock grants vest in equal amounts annually over a three-year period.

Directors’ Compensation Table - 2011

(1)           This column includes Board and Committee meeting fees paid in cash.  It also includes annual retainers and committee retainers, as described above.

(2)           This column reflects the value of the stock grants that were awarded to those Directors who chose to receive all or part of their annual retainer and committee retainer in shares of stock, as described above.

(3)           This column reflects the aggregate grant date fair value of the annual restricted stock awards granted on January 18, 2011.

(4)          This column reflects the Black-Scholes value of the annual stock option awards granted at the closing market price on January 18, 2011.

Non-employee directors had the following aggregate stock options outstanding at the end of fiscal 2011:

The non-employee directors do not receive non-equity incentive plan compensation, pension, or non-qualified deferred compensation, nor did they receive any other form of compensation.  Therefore, the columns titled “Non-Equity Incentive Plan Compensation”, “Change in Pension Value and Non-qualified Deferred Compensation Earnings” and “All Other Compensation” were intentionally omitted from the Directors’ Compensation table.

15

AUDIT COMMITTEE REPORT

The primary purpose of the Audit Committee is to assist the Board of Directors in its general oversight of the Corporation’s financial reporting process.

Management is responsible for the preparation, presentation, and integrity of the Corporation’s financial statements, accounting and financial reporting principles, internal controls, and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations.  The Corporation’s independent auditors, Deloitte & Touche LLP, are responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.

The Audit Committee has reviewed and discussed the audited financial statements of the Corporation for the fiscal year ended September 24, 2011 with the Corporation’s management and has discussed with Deloitte & Touche LLP the matters required to be discussed by Statement on Auditing Standards No. 61 as amended, “Communication with Audit Committees”.  In addition, Deloitte & Touche LLP has provided the Audit Committee with the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence.  Finally, the Audit Committee has discussed with Deloitte & Touche LLP such firm’s independence.

Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended September 24, 2011, for filing with the Securities and Exchange Commission.

16

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy

The goals of our Executive Compensation Program are to:

·                   attract and retain high quality management talent and to motivate them to build and sustain value for stockholders;

·                   provide aggregate compensation opportunities that, when performance goals are achieved, will be comparable to those provided by other companies with revenues and operating characteristics similar to us; and

·                   establish for employees in management positions a significant performance-based compensation structure through incentive pay plans that do not encourage the taking of unreasonable risk.

Our Executive Compensation Program is designed to accomplish these goals by providing an annual incentive to motivate executives to achieve our annual earnings goals and two long-term incentives tying executives’ compensation to the results of the business decisions they make and to the creation of stockholder value over the long term.

Compensation Elements

The cash- and stock-based, short- and long-term components of our Executive Compensation Program begin with a total compensation amount established for each executive officer.  In determining total compensation amounts, the Committee considers the following:

·                   compensation data of companies of a similar revenue size, in similar markets and in regional areas in which we compete for executive talent.  Those companies are listed above on page 10.  However, there is no attempt to benchmark total compensation of executive officers to particular levels (e.g., median, salary midpoint) within the survey group data.  The Committee reviews the compensation data to make sure that the total compensation paid to our executives remains competitive.

·                   the total compensation earned by executives over the past four years as provided on tally sheets provided to the Committee.  The tally sheet information provides confirmation to the Committee that our compensation program is indeed performance-based.

·                   the Corporation’s initiatives for the new fiscal year, and the challenges in achieving those initiatives.

·                   the performance of our executives and the company as a whole.

·                   individual job responsibilities of our executives.

Our Executive Compensation Program is designed such that three of the four compensation components are variable; therefore, total compensation can fluctuate significantly year-to-year if performance targets are exceeded, achieved, or not attained.  In addition, our Program is designed to ensure that executives are not encouraged to take excessive or unreasonable risks by balancing short- and long-term incentives and by avoiding incentives based solely on sales or revenue targets.  Executives are also required to meet certain equity ownership levels pursuant to the Corporation’s Corporate Governance Guidelines.

17

Total compensation, as defined in our plan, is comprised of a fixed pay component, which is base salary, and up to three variable pay components, which consist of an annual cash bonus, a long-term stock incentive, and a long-term performance incentive.  The Committee uses as a guide a target pay mix for the four compensation components.  For the CEO, the target pay mix is 45 percent in fixed pay, 20 percent in annual cash bonus, 20 percent in the long-term stock incentive, and 15 percent in a long-term performance incentive.  For the other executive officers, the target pay mix is 50 percent in fixed pay, 20 percent in annual cash bonus, 15 percent in the long-term stock incentive, and 15 percent in the long-term performance incentive. The Committee believes it is reasonable and appropriate for executive officers to have at least half of their total compensation in the form of variable pay. The Committee further believes it is appropriate for the CEO to have a higher percentage of his total compensation in the form of variable pay because of the importance of his role to grow the Corporation and increase total stockholder returns.  The actual pay mix among all of these components may fluctuate year to year among individual executives.

The total compensation for fiscal 2011 for all of the executives, with the exception of Mr. Zimmerman, consisted of the four compensation components described above.  Mr. Zimmerman, in his role as Vice President of Publishing, had his entire long-term incentive delivered as a long-term stock incentive, rather than a performance incentive, to encourage greater stock ownership and because the publishing segment is expected to have less impact on our return on assets (“ROA”) and more impact on our long-term stockholder value.

There is some disparity between the total compensation paid to our top two named executive officers and the other named executive officers.  This is primarily because Messrs. Conway and Story have long tenures as executives and because of the importance of their roles to grow the Corporation and increase total shareholder value.

1.  Base Salary .  The base salary is designed to compensate executives for fulfilling their job responsibilities, their expected contribution to our performance, and to aid in their attraction and retention.  At its meeting in November 2010, the Committee approved a 3 percent base salary increase for fiscal year 2011 based on (1) the Corporation’s fiscal 2010 performance, (2) the Committee’s review of peer group compensation data and broad-based national surveys of executive salary increases planned for 2011, and (3) the consideration that the Committee had frozen base salaries for fiscal 2010 at their 2009 levels for all executives including the CEO.  Additionally, the Committee approved a one-time adjustment of $25,000 to the base salary of the CEO to offset the elimination of reimbursements to the CEO for club dues and tax assistance on those dues beginning in fiscal 2011.

2.   Annual Cash Bonus.  The annual cash bonus is intended to promote the achievement of our business goals and annual earnings objectives, and is entirely based on quantitative objectives established by the Committee at its November meeting.  An “annual cash bonus target” is set by the Committee for each executive for the fiscal year, which corresponds to an earnings target.  If the earnings target is met for the fiscal year, the executive earns his annual cash bonus target for the year.  The cash bonus plan provides for the actual amount of annual cash bonus awards to vary from 0 percent of target to 200 percent of target depending on the Corporation’s actual earnings for the fiscal year.  No annual cash bonus is earned unless a minimum earnings threshold is achieved, at which an executive earns 25 percent of the annual cash bonus target.  Earnings targets are set in 25

18

percent increments, from 25 percent to a maximum of 200 percent, at which an executive may earn that percentage of his annual cash bonus target based on the earnings target.

All executives had a portion of their annual cash bonus for fiscal 2011 based on an earnings per share target for the Corporation.  Earnings growth is a key measure that we use to measure our performance year to year.  Therefore, the Committee believes it is appropriate to use an earnings per share measure for the annual cash bonus.  With the exception of Mr. Zimmerman, the CEO and other named executives had 100 percent of their annual bonus based on our achieving the earnings per share target.  Mr. Zimmerman had one-third of his annual cash bonus based on our achieving the earnings per share target.  The other two-thirds of his cash bonus was based on an operating income target for our publishing segment, which the Committee believes is an appropriate measure since he manages just this segment of the Corporation and operating income of the segment is the primary measurement of his performance for the year.

The earnings targets for fiscal 2011 are listed below.  The earnings per share target at 100 percent is consistent with the guidance provided to stockholders for fiscal 2011.  For purposes of determining whether the earnings per share and operating income targets set forth below are achieved, the Committee adjusts for transactions or events occurring during the fiscal period which it deems to be unusual and non-recurring in its discretion.

Based on our performance in fiscal 2011, executives earned 50 percent of their annual cash bonus target that was based on the earnings per share measure because the 50 percent earnings per share threshold target of $0.84 was achieved, after excluding the impact of the impairment and restructuring charges and restructuring charge.  Mr. Zimmerman did not earn any of his bonus award that was based on the publishing segment operating income target for fiscal 2011 since the minimum threshold earnings target of ($481,000) was not achieved in fiscal 2011.

Earnings targets for the fiscal 2012 annual cash bonus will continue to be based on earnings per share.

The decrease in total compensation earned for 2011 compared to the prior fiscal year of 2010 listed on the Summary Compensation Table on page 23 is primarily the result of the executives earning a lower annual bonus for fiscal 2011 than in fiscal 2010 as described above, resulting in lower overall total compensation.  The increase in total compensation earned for 2010 compared to fiscal year 2009 listed on the Summary Compensation Table on page 23 is primarily the result of the executives earning an annual bonus for fiscal 2010 while not earning an annual bonus in fiscal year 2009.

Change in Control .  In the event we undergo a change in control, executives are entitled to receive a pro rata portion of their annual cash bonus target.  It is the Committee’s belief that making such awards pro rata based on the elapsed time period and target amount is a fair and reasonable manner in which to treat executives who, as a result of the change in control, may not have the opportunity to earn all of this incentive.

3.  Long-Term Stock Incentive (“LTSI”).  The LTSI is comprised of awards of stock options and restricted stock.  Awards in 2010 or earlier were made under the Courier

19

Corporation Amended and Restated 1993 Stock Incentive Plan approved by the stockholders in November 2004; and awards in 2011 and later are made under the Courier Corporation 2011 Stock Option and Incentive Plan approved by stockholders in January 2011. The Committee believes that stock-based awards closely align the interests of the executive officers with those of our stockholders.  The value of stock option awards cannot be realized unless an appreciation in the price of our Common Stock occurs over a number of years.  Similarly, the value of restricted stock awards will fluctuate with the value of our Common Stock.  We use a mix of options and restricted stock in order to manage the amount of shares awarded and minimize stockholder dilution.

Stock Option Awards .  A portion of the compensation value under the LTSI is delivered as a stock option.  The Committee uses the Black-Scholes option-pricing model to determine the number of shares that correspond to the compensation value to be delivered through a stock option.  The Committee awards the stock option with an exercise price equal to the fair market value of the Corporation’s Common Stock on the date of the award.  The Committee grants stock option awards with a five-year term.  Stock option awards granted as part of the LTSI vest in equal amounts annually over a three-year period.  Vesting of awards may be accelerated by the Committee in its sole discretion.

Restricted Stock Grants .  The remaining balance of the compensation value to be delivered under the LTSI is awarded as a restricted stock grant which vests in full three years following the date of the grant. Vesting of grants accelerates upon a retirement of a grantee after the age of 55 with the consent of the Corporation and may be accelerated by the Committee in its sole discretion in other circumstances. Executives receive dividends on unvested shares during the restricted period in the same amount and manner as are paid to all stockholders.  In addition, we provide tax assistance to the executive of up to 30 percent of the taxable value realized upon vesting of the restricted stock grant in order to encourage our executives to retain their shares of our Common Stock and not to sell them to meet tax obligations that result from the vesting.

For the stock awards granted in September 2011, which are considered part of the executives’ fiscal 2012 compensation, 10 percent of the LTSI was delivered as a stock option and 90 percent was delivered as a restricted stock grant.  Through this combination of stock option and restricted stock grant awards approved in September 2011, the Committee was able to deliver the compensation value to the executives while minimizing shareholder dilution and ensuring there would be a sufficient number of shares available in the Courier Corporation 2011 Stock Option and Incentive Plan for future years’ awards.

In addition to the LTSI awarded under the Executive Compensation Program, the Committee may also make discretionary stock awards for special purposes.   No discretionary awards were made in fiscal 2011.

A description of the equity awards including the number of shares granted to the named executives is set forth in the Grant of Plan-Based Awards table.

Change in Control .  If we should undergo a change in control, all outstanding restricted stock grants for the executives will vest and all outstanding stock options will become fully exercisable.  It is the Committee’s belief that accelerating such awards is a fair and reasonable manner in which to treat executives who, as a result of the change in control, could otherwise forfeit the value of these incentives.

4.   Long-Term Performance Incentive (“LTPI”) .  The LTPI is a cash award earned by executive officers based upon our achieving an average return on asset (ROA)

20

target over a three-year performance period as compared against our peer group’s average ROA over a comparable three-year performance period, excluding transactions or events occurring during the fiscal period, for both the Corporation and its peers, that the Committee deems to be unusual or non-recurring in its discretion.  The Committee believes the three-year ROA measure is an effective way to encourage executives to manage our operations responsibly and to invest in our business wisely so that our ROA exceeds the performance of our industry peers over the long-term. ROA is a financial measure typically used in industries where investments in equipment are a critical component of performance.

The LTPI earned at the close of fiscal 2011 is the 2009 LTPI, which covers the three-year performance period of fiscal 2009, 2010, and 2011.  The award is earned if our average ROA for this period exceeds by 5 percent or more our peer group’s average ROA for a comparable period.  Since our average ROA for this three-year period was 4.7 percent and our peer group’s average ROA for the comparable period was 1.8 percent, the 2009 LTPI was earned.   The old peer group of companies, as defined in Item 5 of the Corporation’s 2011 Annual Report on Form 10-K, was used for the 2009 LTPI.

The 2009 LTPI awards were approved at the Committee’s November 2011 meeting and paid out soon thereafter.  The 2010 LTPI which covers the three-year period of fiscal 2010, 2011, and 2012, and the 2011 LTPI which covers the three-year period of fiscal 2011, 2012, and 2013 will be earned if our average ROA exceeds by 5 percent or more our peer group’s average ROA for the comparable three-year periods.   The new peer group of companies, as defined in Item 5 of the Corporation’s 2011 Annual Report on Form 10-K, will be used for the fiscal 2010 and 2011 LTPI.

Change in Control .  In the event we undergo a change in control, executives are entitled to receive a pro rata portion of their target LTPI awards.  It is the Committee’s belief that making such awards pro rata based on the elapsed time period is a fair and reasonable manner in which to treat executives who, as a result of the change in control, may not have an opportunity to earn these incentives.

Other Benefits and Perquisites

Executives generally receive the same healthcare benefits, life and disability insurance, and vacation benefits as other employees.  The executives participate in the same manner as all employees in the Courier Profit Sharing and Savings Plan, which is our retirement plan.   The plan provides all non-union employees with a 401k savings feature, a company matching contribution, and an annual profit sharing contribution.

We provide executives with certain limited perquisites and other personal benefits that the Committee believes are reasonable and appropriate for attracting and retaining executives for key positions.  Executives receive a monthly car allowance, with Mr. Conway receiving a car allowance of $1,597 per month and the other named executive officers receiving an allowance of $1,337 per month.  This amount is normally adjusted annually in January by the same percentage as the percentage increase in the annual IRS mileage reimbursement rate. However, for fiscal 2011, the car allowance remained unchanged from the 2009 rate.  As described earlier, we eliminated the reimbursement of annual dues and the tax assistance on the value of the dues associated with a country club membership and other club membership dues for Mr. Conway effective for fiscal year 2011. Messrs. Conway, Story, Folger, and Balakrishna participate in the Courier Corporation Deferred Compensation Program, which is a non-qualified, unfunded plan that provides for an annual award.  The annual award is the difference between what our annual

21

profit sharing contribution would have been but for the IRS-mandated compensation maximum and the actual profit sharing contribution made to the participant’s account in the Courier Profit Sharing and Savings Plan for the plan year (which is a calendar year).   Interest is credited annually based on the investment return of one of four mutual funds within the Courier Profit Sharing and Savings Plan that the participant elects prior to the beginning of the plan year.  Messrs. Conway, Story, Folger, and Balakrishna make no contributions to the plan.

Senior Executive Severance Program

Our Board of Directors determined that it is appropriate to reinforce and encourage the continued attention and dedication of senior members of our management to their assigned duties without distraction in potentially disturbing circumstances arising from the possibility of a change in control.  In December 2005, the Board of Directors approved the Amended and Restated Senior Executive Severance Program which sets forth the severance compensation which we will pay to certain executives in the event that the executive’s employment with us terminates under certain circumstances if we should undergo a change in control.

Messrs. Conway, Story, Folger, Balakrishna, and Zimmerman are participants in our Senior Executive Severance Program (the “Severance Program”).  In accordance with the Severance Program, if we should undergo a “change in control,” as defined in the Severance Program, while one of these individuals is an employee, and his employment is subsequently terminated for reasons other than death, disability, or termination for cause, he shall be entitled to a severance payment and continuation of participation in our group health plan until the end of the second calendar year following the year of termination; for example, if an executive officer’s employment is terminated mid-year, then he shall be entitled to receive benefits through December 31 of that year plus any additional 2 calendar years.

The occurrence or potential occurrence of a change in control transaction creates uncertainty regarding the continued employment of executive officers; and often times, such transactions are immediately followed by significant organizational changes, especially at the senior officer level.  In order to encourage executive officers to remain with us to create stockholder value and to obtain the highest value possible should we be acquired in the future, we have agreed to provide the severance benefits described above should their employment be terminated following the transaction.  In order to give the executives comfort that the obligations under the Severance Program will be fulfilled by any acquirer, we have provided for payment of severance benefits on termination by the executive for “good reason” (e.g., as a result of changes in title, responsibilities or salary), and which includes termination by the individual for any reason during a 30-day window commencing on the first anniversary of the change in control.  We provided this window period whereby the executive can resign and receive his severance to encourage the executive to remain employed for at least one year after the transaction to provide transition assistance to the acquirer.  No tax gross-up payment is provided under the Severance Program because of cost considerations.  It is the Committee’s belief that the benefits provided under our Severance Plan are consistent with severance benefits provided by other companies of similar size and in similar industries as us.

Employment Agreements

We have not entered into an employment agreement with any executive.

22

Tax Deductibility of Compensation

In its deliberations, the Committee considers ways to maximize deductibility of executive compensation, but nonetheless retains the discretion to compensate executive officers at levels the Committee considers commensurate with their responsibilities and achievements.  We have not adopted a policy that all executive compensation be fully deductible.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

We, the Compensation Committee of the Board of Directors of Courier Corporation, have reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management.  Based on such review and discussion, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement for the fiscal year ended September 24, 2011.

Compensation Committee of the Board of Directors

Summary Compensation Table

The following narrative, table, and footnotes describe the “total compensation” earned during fiscal 2011 by our Named Executive Officers (“executives”).  Biographies of the executives can be found in the Annual Report on Form 10-K and are hereby incorporated by reference.

The table discloses compensation information for the Chief Executive Officer, the Chief Financial Officer, and the three highest paid other executives as follows:  Chief Executive Officer, James F. Conway, III; Chief Operating Officer, Robert P. Story, Jr.; Chief Financial Officer, Peter M. Folger; Senior Vice President and General Counsel, Rajeev Balakrishna; and Vice President, Publishing, Eric J. Zimmerman.

The table discloses the salary of each executive.  “Salary” is base salary paid during the fiscal year before salary reduction contributions to health insurance plans and to the Courier Profit Sharing and Savings Plan.

The amounts reported under the headings, “Stock Awards”, and “Option Awards” reflect the grant date fair value computed in accordance with FASB ASC Topic 718 of awards of restricted stock and stock options granted to the Named Executive Officers in the fiscal year indicated.  Grants of restricted stock and stock options are explained in detail in the “Compensation Discussion and Analysis” section above.

Amounts listed as “Non Equity Incentive Plan Compensation” were earned in fiscal 2011 under the annual cash bonus for 2011 and the fiscal year 2009 LTPI for the three-year performance period ended September 24, 2011, as described more fully in the “Compensation Discussion and Analysis” section above.  These amounts were approved for payment by the Compensation Committee on November 10, 2011, and paid shortly thereafter.  We have omitted the column with the heading, “Change in Pension Value and

23

Non Qualified Deferred Compensation Earnings,” as we do not consider the interest credited under the Deferred Compensation Plan as above market.

Amounts listed under the heading, “All Other Compensation”, show the combined value of the executive’s perquisites, such as automobile allowance, tax assistance on amounts taxable as compensation as a result of vesting of restricted stock grant awards, company contributions to the Courier Profit Sharing and Savings Plan and the Deferred Compensation Plan, and group-term life insurance premiums.

Summary Compensation Table – 2011

(1)           The amounts reflect the grant date fair value computed in accordance with FASB ASC Topic 718 of awards of restricted stock granted to the Named Executive Officers in the fiscal year indicated.

(2)           The amounts reflect the grant date fair value computed in accordance with FASB ASC Topic 718 of awards of stock options granted to the Named Executive Officers in the fiscal year indicated. Refer to note F to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended September 24, 2011, for a discussion of the relevant assumptions used in calculating the value.

(3)           Awards of Non-Equity Incentive Plan Compensation were earned under the annual cash bonus for 2011 and the fiscal year 2009 Long-term Incentive Plan as provided in the following chart:

24

(4)           The table below presents an itemized account of “All Other Compensation” paid in 2011 to or on behalf of the executives in accordance with the Commission’s rules and regulations.

All Other Compensation

(a)           Amounts listed are the value of executive’s perquisites which consists entirely of an automobile allowance.  Amount does not include any amounts for season tickets purchased by the Corporation for sporting events for business outings with customers and vendors.  If the tickets are not being used for business purposes, the named executives and other employees may have opportunities to use these tickets.

(b)          Amounts listed represent the tax assistance paid upon the vesting of the restricted stock award, equal to 30 percent of the amount that is taxable as income to the executive for the fiscal year.

(c)           Represents amount paid to the profit sharing and 401k matching contribution accounts in the Courier Profit Sharing and Savings Plan and contributions made to the Deferred Compensation Plan in fiscal 2011.

(d)          Company cost of group-term life insurance premiums.

Grant of Plan-Based Awards

During fiscal 2011, the Compensation Committee granted the following plan-based awards:

·                   An annual cash bonus, subject to minimum earnings performance thresholds for fiscal 2011.

·                   The 2011 LTPI, to be earned at the end of a three-year performance period (fiscal 2011, 2012, and 2013), subject to the Corporation exceeding by 5% or more its peer group’s three-year average ROA.  Since a three-year long-term performance incentive is normally granted each year, there are three overlapping long-term performance incentive awards outstanding at any time.

·                   Restricted stock grant and stock option awards under the LTSI as part of executives’ fiscal 2012 compensation.

25

Information with respect to each of these awards on a grant-by-grant basis is set forth in the Grant of Plan-Based Awards Table below and is explained more fully in the “Compensation Discussion and Analysis” section above.

The Compensation Committee granted restricted stock grants and stock option awards as part of the executive’s fiscal 2012 compensation at the Committee’s last meeting in fiscal 2011. The restricted stock grants awarded to executives in fiscal 2011 vest in full three years following the date of the grant.  Stock option awards vest in equal amounts annually over a three-year period.

Grant of Plan-Based Awards – 2011