Staples 2004 Annual Report Download - page 23

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Served as a
Director
Since
Richard J. Currie, age 67 June 2002
Chairman of the Board of Bell Canada Enterprises (BCE)
Inc. and Bell Canada, telecommunications companies, since
April 2002. Mr. Currie was President and a Director of
George Weston Limited, a food processor, from June 1996 to
May 2002. He was President and a Director of Loblaw
Companies Limited, a food retailer, from 1976 to 2001.
Mr. Currie is also a Director of CAE Inc. and Petro-Canada.
Rowland T. Moriarty, age 58 1986
Chairman and CEO of Cubex Corporation, a consulting
company, since 1981. Dr. Moriarty was a professor at Harvard
Business School from 1982 to 1992. He is also a Director of
Charles River Associates, Inc., Trammel Crow Company and
Wright Express Corporation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION
OF EACH OF THE NOMINEES AS DIRECTORS.
PROPOSAL 2 — APPROVAL OF THE STAPLES’ AMENDED AND RESTATED
2004 STOCK INCENTIVE PLAN
We are asking our stockholders to vote to approve our Amended and Restated 2004 Stock Incentive Plan (the
‘‘Restated Plan’’), which will provide stock compensation to associates, executive management and directors based on
level of responsibility, company performance and other factors. Our Board of Directors believes that Staples’ future
success depends, in large part, upon our ability to maintain a competitive position in attracting, retaining and
motivating key personnel. We believe that the amendments effected by the Restated Plan are necessary to:
• ensure that we have the flexibility we need to make equity awards of appropriate size and form to attract, retain
and motivate talented associates, executive management and directors; and
• reflect evolving best practices in corporate governance as they relate to equity compensation plans.
On April 27, 2005, upon the recommendation of the Compensation Committee of our Board of Directors, our
Board adopted, subject to stockholder approval, the Restated Plan to (1) increase by 27,830,000 shares the total
number of shares of Staples common stock authorized for issuance thereunder from 34,500,000 shares (after giving
effect to the three-for-two stock split effected in the form of a stock dividend distributed on April 15, 2005) to
62,330,000 shares, in each case subject to increase as a result of shares becoming available under the 1992 Plan as
described below, (2) eliminate certain provisions providing for the return of shares to the 2004 Stock Incentive Plan
(the ‘‘Existing Plan’’) for reuse pursuant to new awards, (3) add certain restrictions on transferability of awards, and
(4) make certain other modifications to reflect recent legislative and regulatory developments. The Compensation
Committee recommended that our Board adopt, and our Board adopted, the Restated Plan because they believe that:
• the number of shares currently available under the Existing Plan may not be sufficient to satisfy Staples’ equity
compensation needs through fiscal 2006; and
• other amendments should be made to the Existing Plan to reflect evolving best practices in corporate
governance as they relate to equity compensation plans.
As of April 18, 2005, there were 20,269,039 shares of Staples common stock available for issuance under the
Existing Plan. If this proposal is approved by our stockholders, there would be approximately 48,100,000 shares of
Staples common stock available for issuance under the Restated Plan.
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