Staples 2014 Annual Report Download - page 23

www.staplesannualmeeting.com STAPLES 19
i ELECTION OF DIRECTORS
(ITEM 1 ON THE PROXY CARD)
The members of our Board are elected for a term of office to
expire at the next annual meeting (subject to the election and
qualification of their successors or the earlier of their death,
resignation or removal). Eleven directors, constituting our
entire Board, are to be elected at the Annual Meeting.
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 assessment criteria set forth in our
Corporate Governance Guidelines. These criteria include
diversity, age and skills such as understanding of the office
products market, the retail industry, e-commerce finance,
accounting, marketing, technology, risk oversight, international
business and other operational and business knowledge
needed to oversee a global multi-channel business. 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 specific skills, qualifications and
experience of our directors, considered as a group, should
provide a mix of knowledge and abilities that will allow our
Board to fulfill its responsibilities.
Director Qualifications, Skills and Experience
5
8
3
3
5
8
9
7
6
8
Audit, Financial Expertise
Corporate Governance
Consumer and Business Sales
E-Commerce / Marketing
International Operations
Leadership and Management
M&A / Integration
Real Estate
Retail
Risk Oversight
Strategy
Supply Chain / Logistics
IT Management & Security Technology
4
5
5
We believe each nominee in the slate presented below,
through their own personal accomplishments and dedication
to their profession and community, has demonstrated strong
intellectual acumen, solid business judgment, strategic vision,
integrity and diligence.
The eleven nominees include Mr. Ferrand and Mr. Kamlani, our
new nominees, and two directors who joined the Board within
the last five years, three nominees who have served on our
Board for five to ten years and four nominees who have served
on our Board at least 10 years.
Each of the current directors consistently has demonstrated
their strong work ethic and dedication to Staples, including
coming prepared to meetings, asking insightful questions,
challenging management’s assumptions, focusing on long
term business strategy, analyzing challenges, evaluating
solutions and overseeing implementation.
We believe that the composition of the Board, including
the varied tenure of our directors, combines institutional
knowledge and understanding of our business model,
products and services and historical growth strategies with
fresh perspectives and exposure to alternative approaches to
business process, which promotes lively Board discussion and
effective oversight and problem solving.
Over 10 years: 4Less than 5 years: 4
5 to 10 years: 3
Director Tenure Balance
Many of the nominees are either current or former chief
executive officers or chairpersons or vice chairpersons of other
large international corporations. As such, they have a deep
understanding of, and extensive experience in, many areas that
are critical to our operation and success. We have determined
that nominees who have served in these roles have extensive
experience with financial statement preparation, compensation
determinations, compliance, corporate governance, risk
oversight, public affairs and legal matters.
Below is biographical information of each of the nominees,
highlighting the particular experience, qualifications, attributes
or skills of each nominee that supports the conclusion of the
Nominating and Corporate Governance Committee that these
individuals should serve as directors of Staples.