Staples 2003 Annual Report Download - page 32

Compensation Committee Interlocks and Insider Participation
The Compensation Committee was entirely comprised of Independent Directors during fiscal year 2002. Messrs. Blank
and Trust served on the Compensation Committee for the entire fiscal year ended February 1, 2003, Mr. Nakasone served
on the Compensation Committee until November 2002 and Mr. Currie joined the Compensation Committee in June 2002.
None of our executive officers have served as a director or member of the compensation committee (or other committee
serving an equivalent function) of any other entity whose executive officers served as a Director or member of our
Compensation Committee.
Section 16(a) Beneficial Ownership Reporting Compliance
As reflected below, our Directors and executive officers had no late Section 16(a) filings during the second half of fiscal
year 2002 as we implemented new Section 16(a) reporting procedures to accommodate the new SEC requirement that all
Form 4 filings be made within two business days of the related transaction. During the first half of fiscal year 2002, however,
primarily as a result of our Directors and executive officers working through Section 16(a) reporting logistics with the
administrators of their Rule 10b5-1(c) Plans, our Directors and executive officers filed a number of late Section 16(a) reports.
Based solely on our review of copies of reports filed by the Directors and the executive officers required to file such reports
pursuant to Section 16(a) under the Securities and Exchange Act of 1934, we believe that all of our Directors and executive
officers complied with the reporting requirements of Section 16(a) of the Securities and Exchange Act of 1934, with the
exception of the exercise and sale of 11,800 shares in February 2002 and 2,950 shares in June 2002 pursuant to Mr. Vassalluzzo’s
Rule 10b5-1(c) Plan, which were reported in March 2002 and February 2003, respectively; the sale of 20,000 shares in February
2002 pursuant to Mr. Trust’s Rule 10b5-1(c) Plan and the sale of 20,000 shares in February 2002 pursuant to Trust Investments,
Inc.’s Rule 10b5-1(c) Plan, both of which were reported in March 2002; the exercise and sale of 5,000 shares in February
2002 pursuant to Ms. Burton’s Rule 10b5-1(c) Plan, which were reported in December 2002; the sale of 20,000 shares in
February 2002 by the Robert C. Nakasone Trust, which was reported in July 2002; two non-sale transactions involving the
transfer of shares from being directly held to being held indirectly and the exercise and sale of 130,000 shares in February
2002 pursuant to Mr. Stemberg’s Rule 10b5-1(c) Plan, all of which were reported in March 2002; the exercise and sale of 84,478
shares in March 2002 by Jeanne B. Lewis, a former executive officer, which were reported in April 2002; the sale of 2,946
shares by Ms. Hoyt in May 2002, which was reported in July 2002; the sale of 20,000 shares in April 2002 pursuant to Trust
Investments, Inc.’s Rule 10b5-1(c) Plan, which was reported in June 2002; Mr. Parneros’ Form 3 which was due in May 2002
and was filed in July 2002; the exercise and sale of 1,073 shares in June 2002 by Edward C. Harsant, a former executive officer,
which were reported in August 2002; the sale of 20,000 shares in July 2002 pursuant to The Nakasone Charitable Trust’s Rule
10b5-1(c) Plan, which was reported in August 2002; and Mr. Currie’s Form 3 which was due in July 2002 and was filed in
August 2002.
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