Staples 2004 Annual Report Download - page 18

If the shares you own are held in ‘‘street name’’ by a bank or brokerage firm, your bank or brokerage firm, as the
record holder of your shares, is required to vote your shares according to your instructions. Your bank or broker will
send you directions on how to vote those shares. Under the rules of the New York Stock Exchange, if you do not give
instructions to your bank or brokerage firm, it will still be able to vote your shares with respect to certain
‘‘discretionary’’ items, but will not be allowed to vote your shares with respect to certain ‘‘non-discretionary’’ items. In
the case of non-discretionary items, the shares will be treated as ‘‘broker non-votes.’’
If you are a stockholder as of the record date and attend the meeting, you may personally deliver your completed
proxy card or vote in person at the meeting.
Can I submit a proxy by the Internet or by telephone?
If you are a registered stockholder (where you hold your stock in your own name), you may submit a proxy by the
Internet by following the instructions at http://www.eproxy.com/spls or by telephone by calling 1-800-435-6710. If your
shares are held in ‘‘street name’’, you will need to contact your broker or other nominee to determine whether you will
be able to submit a proxy by the Internet or by telephone.
Can I change my proxy after I return my proxy card?
Yes. Any proxy may be revoked by a stockholder at any time before it is exercised at the Annual Meeting by
delivering to our Corporate Secretary a written notice of revocation or a duly executed proxy bearing a later date, or
by voting in person at the meeting.
What is the vote required to approve each matter?
Election of Directors—The affirmative vote of the holders of shares of Staples common stock representing a
plurality of the shares of Staples common stock voting on the matter is required for the election of Directors. A
properly executed proxy marked ‘‘WITHHOLD AUTHORITY’’ with respect to the election of one or more
Directors, and any broker non-votes, will not be counted as a vote cast on such matter, although they will be counted
for purposes of determining whether there is a quorum.
Approval of the Amended and Restated 2004 Stock Incentive Plan—The affirmative vote of the holders of a
majority of the shares of Staples common stock voting on the matter is required for the approval of the Amended and
Restated 2004 Stock Incentive Plan. A properly executed proxy marked ‘‘ABSTAIN’’, and any broker non-votes, will
not be counted as a vote cast on such matter, although they will be counted for purposes of determining whether there
is a quorum.
Independent Registered Public Accounting Firm—The affirmative vote of the holders of shares of Staples common
stock representing a majority of the shares of Staples common stock voting on the matter is required for the
ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the
current fiscal year. A properly executed proxy marked ‘‘ABSTAIN’’, and any broker non-votes, will not be counted as a
vote cast on such matter, although they will be counted for purposes of determining whether there is a quorum.
Approval of the Shareholder Proposal—The affirmative vote of the holders of shares of Staples common stock
representing a majority of the shares of Staples common stock voting on the matter is required for the approval of the
shareholder proposal described in this proxy statement. A properly executed proxy marked ‘‘ABSTAIN’’ with respect
to the shareholder proposal, and any broker non-votes, will not be counted as a vote cast on such matter, although
they will be counted for purposes of determining whether there is a quorum.
Are there other matters to be voted on at the meeting?
Other than the shareholder proposal discussed in this proxy statement, the Board of Directors does not know of
any other matters which may come before the meeting. If any other matters are properly presented to the meeting, it
is the intention of the persons named in the accompanying proxy card to vote, or otherwise act, in accordance with
their best judgment.
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