Staples 2007 Annual Report Download - page 34

Director Candidates
The process followed by the Nominating and Corporate Governance Committee to identify and evaluate director
candidates includes requests to Board members and others for recommendations, engaging a professional recruiting
firm to help identify and recruit potential candidates, meetings from time to time to evaluate biographical information
and background material relating to potential candidates, and interviews of selected candidates by members of the
Nominating and Corporate Governance Committee and our Board.
In considering whether to recommend any particular candidate for inclusion in our Board’s slate of
recommended director nominees, the Nominating and Corporate Governance Committee applies the criteria set forth
in our Corporate Governance Guidelines. These criteria include diversity, age and skills such as understanding of the
retail industry, the office products market, finance, accounting, marketing, technology, international business and
other knowledge needed on our Board. The principal qualification of a director is the ability to act effectively on
behalf of all of our stockholders. The Nominating and Corporate Governance Committee does not assign specific
weights to particular criteria, and no particular criterion is a prerequisite for any prospective nominee. We believe that
the backgrounds and qualifications of our directors, considered as a group, should provide a mix of experience,
knowledge and abilities that will allow our Board to fulfill its responsibilities.
Justin King and Robert E. Sulentic joined our Board in September 2007 and Carol Meyrowitz joined our Board
in December 2007. Each has been nominated for election as a director at our Annual Meeting. Mr. King and
Ms. Meyrowitz were identified as potential candidates for our Board by a professional recruiting firm that the
Nominating and Corporate Governance Committee has engaged. Mr. Sulentic was identified as a potential candidate
for our Board by one of our non-employee directors. Messrs. King and Sulentic were interviewed by each member of
the Nominating and Corporate Governance Committee, and Ms. Meyrowitz was interviewed by our Chief Executive
Officer and the Chairperson of the Nominating and Corporate Governance Committee. After consideration of their
respective backgrounds, the Nominating and Corporate Governance Committee recommended, and our Board
approved, the election of Messrs. King and Sulentic and Ms. Meyrowitz to our Board.
Stockholders may recommend an individual to the Nominating and Corporate Governance Committee for
consideration as a potential director candidate by submitting the following information: (1) the candidate’s name;
(2) appropriate biographical information and background materials regarding the candidate; and (3) a statement as to
whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5%
of our common stock for at least a year as of the date such recommendation is made. Such information should be
submitted 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 Nominating and Corporate Governance 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 relevant procedures summarized in this proxy statement under the caption ‘‘Shareholder Proposals.’’
Communicating with our Board
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
24