Staples 2005 Annual Report Download - page 32

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Governance Committee and our Board for inclusion among the persons nominated for election to our Board at the
2006 Annual Meeting of Stockholders.
Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for
consideration as potential director candidates by submitting the candidates’ names, together with appropriate
biographical information and background materials and a statement as to whether the stockholder or group of
stockholders making the recommendation has beneficially owned more than 5% of Staples common stock for at least
a year as of the date such recommendation is made, to the Nominating and Corporate Governance Committee, c/o
Corporate Secretary, Staples, Inc., 500 Staples Drive, Framingham, Massachusetts 01702. Assuming that appropriate
biographical and background material has been provided on a timely basis, the Committee will evaluate stockholder
recommended candidates by following substantially the same process, and applying substantially the same criteria, as
it follows for candidates submitted by others.
Stockholders also have the right under our By-laws to directly nominate director candidates, without any action
or recommendation on the part of the Nominating and Corporate Governance Committee or our Board, by following
the procedures summarized in this proxy statement under the caption “Information About The Annual Meeting And
Voting — Shareholder Proposals.”
Communicating with the Independent Directors
Our Board will give appropriate attention to written communications that are submitted by stockholders, and will
respond if and as appropriate. Absent unusual circumstances or as contemplated by the committee charters, the
Chairperson of the Board (if an independent director), or the Lead Director (if one is appointed), or otherwise the
Chairperson of the Nominating and Corporate Governance Committee, with the advice and assistance of our General
Counsel, is primarily responsible for monitoring communications from stockholders and other interested parties and
for providing copies or summaries of such communications to the other directors as he or she considers appropriate.
Under procedures approved by a majority of our independent directors, communications are forwarded to all
directors if they relate to important substantive matters and include suggestions or comments that the Chairperson of
the Board (if an independent director), or the Lead Director (if one is appointed), or otherwise the Chairperson of
the Nominating and Corporate Governance Committee, considers to be important for the directors to know. In
general, communications relating to corporate governance and corporate strategy are more likely to be forwarded
than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to
receive repetitive or duplicative communications. In addition, as provided by our Directors’ Corporate Governance
Guidelines, if a meeting is held between a major stockholder (including institutional investors) and a representative of
the independent directors, the Lead Director will serve, subject to availability, as such representative of the
independent directors.
Stockholders who wish to send communications on any topic to our Board should address such communications
to The Board of Directors, c/o Corporate Secretary, Staples, Inc., 500 Staples Drive, Framingham, Massachusetts
01702.
Director Compensation
Our non-employee directors (“Outside Directors”) are compensated through a combination of cash payments
and equity grants under our Amended and Restated 2004 Stock Incentive Plan.
Each Outside Director receives a quarterly payment of $12,500 and is reimbursed for reasonable expenses
incurred in attending meetings of our Board of Directors. Beginning in 2006, the chairperson of the Audit Committee
receives an additional quarterly payment of $3,750.
Upon initial election to our Board of Directors, each Outside Director is granted options to purchase 22,500
shares of Staples common stock. For each regularly scheduled meeting day attended, each Outside Director is granted
options to purchase 4,500 shares of Staples common stock (subject to an annual limit of 22,500 shares) and 600 shares
of restricted Staples common stock (subject to an annual limit of 3,000 shares). At the end of each fiscal year, the
Lead Director is granted an additional 1,500 shares of restricted Staples common stock and each chairperson of the