Staples 2014 Annual Report Download - page 78

74 STAPLES Notice of Annual Meeting of Stockholders
i INFORMATION ABOUT THE ANNUAL MEETING,
VOTING AND OTHER SHAREHOLDERS MATTERS
How does the Board recommend that I vote and what is the requirement to approve each matter?
Matter
Board
Recommendation
Voting Approval
Standard*
Effect of
Abstention
Effect of Broker
Non-Vote
Election of Eleven Directors FOR each director
nominee Plurality** Not applicable No effect
Amendment to the 2012 Employee Stock
Purchase Plan FOR Majority of votes cast No effect No effect
Approval (on an advisory basis) of Named Executive
Officer Compensation FOR Majority of votes cast*** No effect No effect
Ratification of Ernst & Young LLP FOR Majority of
votes cast*** No effect Not applicable
Shareholder proposal regarding Senior Executive
severance agreements AGAINST Majority of votes cast*** No effect No effect
Shareholder proposal regarding Independent
Board Chairman AGAINST Majority of votes cast*** No effect No effect
* A quorum must be present at the meeting in order for the matters to be acted upon.
** Under our by-laws, directors are elected by a plurality of votes cast if a stockholder has nominated a candidate for election
as a director and has not withdrawn the nomination on or before the tenth business day before the Company first mails its
notice of meeting to its stockholders. Because Starboard withdrew its nomination less than ten business days before the
mailing date of this proxy statement, the election of directors at the Annual Meeting will be by a plurality vote. This means that
the eleven candidates receiving the largest number of “FOR” votes will be elected as directors. Stockholders may withhold
votes from any of the nominees.
*** This vote is non-binding.
What is a proxy and proxy statement?
A proxy is your legal designation of another person to vote the
shares you own. The person you designate is called a proxy
or proxy holder. If you designate someone as your proxy in a
written document, that document also is called a proxy or a
proxy card. A proxy statement is the document that contains
the information the Securities and Exchange Commission
(SEC) rules require us to provide when we ask you to sign a
proxy designating individuals to vote on your behalf.
Who is entitled to vote?
Shareholders of record at the close of business on the record
date, April 6, 2015, are entitled to receive notice of the Annual
Meeting and to vote their shares of our common stock at the
meeting, or any postponement or adjournment of the meeting.
Holders of shares of our common stock are entitled to one
vote per share and individual votes will be kept confidential,
except as appropriate to meet legal requirements.
Who can attend the meeting?
All shareholders as of the record date, or their duly appointed
proxies, may attend the meeting. A government-issued
photo identification such as a driver’s license, state-issued
ID card or passport, will be required. Please note that if you
are a beneficial owner, you will also need to bring a copy of a
brokerage statement reflecting your stock ownership in Staples
as of the record date to be allowed into the meeting. You may
obtain directions to the location of our Annual Meeting by
writing, emailing or calling our Investor Relations department
at 500 Staples Drive, Framingham, Massachusetts 01702,
email: [email protected], or telephone: [phone].
What is the difference between a “shareholder of
record” and a “beneficial owner”?
These terms describe the manner in which your shares
are held. If your shares are registered directly in your name
through Computer Shareholder Services, our transfer agent,
you are a “shareholder of record” or registered shareholder. If
your shares are held in “street name” through a bank, broker,
nominee or other shareholder of record, you are considered
the “beneficial owner” of those shares.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of a
majority of the shares of our common stock outstanding on the
record date will constitute a quorum, permitting business to be
conducted at the meeting. As of the record date, 640,641,660
shares of our common stock were outstanding and entitled
to vote. Proxies that are received and marked as abstentions
or left blank will be included in the calculation of the number
of shares considered to be represented at the meeting for
quorum purposes.
How do I vote?
If you received a paper copy of these proxy materials, included
with such copy is a proxy card or a voting instruction card from
your bank, broker or other nominee for the Annual Meeting. If
you received a notice of Internet availability of proxy materials,
the notice will contain instructions on how to access and
review the proxy materials online and how to obtain a paper
or electronic copy of the materials, which will include the proxy
statement, the 2014 Annual Report and a proxy card or voting
instruction card, as well as instructions on how to vote.