Staples 2007 Annual Report Download - page 29

• Ms. Burton was designated as ‘‘Accelerated Vesting’’ director by The Corporate Library (TCL)
http://www.thecorporatelibrary.com, an independent investment research firm.
Additionally:
• 75% of our nomination committee members had more than 20 years tenure each — Independence and
recruitment concern:
Mr. Moriarty
Mr. Nakasone
Mr. Trust
• We had no shareholder right to:
1) Cumulative voting.
2) Act by written consent.
The above concerns shows there is need for improvement and reinforces the reason to encourage our board to
respond positively to this proposal:
Special Shareholder Meetings —
Yes on 6
— End of Shareholder Proposal
Board’s Statement in Opposition
Our Board believes that it is not in the best interests of Staples and our stockholders to permit any holder (or
group of holders) of ten percent or more of our common stock to call special stockholder meetings for any reason, at
any time and as frequently as it (or they) desire.
Special meetings are costly and can be disruptive. Proxy materials would have to be prepared and sent to each
stockholder of record for each special meeting called, requiring Staples to incur significant legal, printing and
distribution costs. Preparing for special meetings also requires considerable attention of senior management, diverting
them from managing our operations and executing on our business strategy. By allowing any ten percent holder(s) to
have an unlimited ability to call special meetings at any time and for any purpose, the shareholder proposal would
encourage such stockholders to use the costly mechanism of a special meeting to serve their narrow interests.
Frequent stockholder solicitation would require us to incur significant expense without a corresponding benefit to
Staples and our stockholders as a whole. This outcome would be contrary to the previously raised concerns of our
stockholders that minority stockholders not be empowered at the expense of our stockholder majority, which we have
already taken active steps to satisfy.
We currently provide ample opportunity for our stockholders to raise appropriate matters at our Annual
Meetings. Stockholders have frequently used our Annual Meetings to communicate their concerns to other
stockholders, including through the submission of shareholder proposals. For those extraordinary circumstances
where a matter cannot wait until the next Annual Meeting, our by-laws permit the president or our Board to call a
special meeting. The current by-law provision is appropriate for a public company of our size because it requires the
directors and senior management, rather than a single minority stockholder, to determine, consistent with their
fiduciary duties, when it is in the best interests of our stockholders to convene a special meeting. Furthermore, our
Board believes that we currently maintain open lines of communications with our stockholders, are committed to
adopting and following best practices in corporate governance and have been responsive to stockholder proposals
raised at prior Annual Meetings that have received substantial stockholder support.
Our Board believes our current system minimizes the costs associated with holding special meetings and ensures
that such meetings are called only when they are in the best interests of Staples and our stockholders as a whole.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST PROPOSAL 6.
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