Staples 2004 Annual Report Download - page 31

Download and view the complete annual report

Please find page 31 of the 2004 Staples annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 129

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129

I believe the above slate of under-achievement practices reinforce the reason to adopt the above RESOLVED
statement to help improve our corporate governance stature.
Stock Value
If a poison pill makes our stock difficult to sell — the value of our stock could suffer.
Redeem or Vote Poison Pill
Yes on 4
Board Statement in Opposition
The proponent of this proposal submitted a shareholder proposal to the Company in 2004 regarding the approval
process for adopting, maintaining or extending a shareholder rights plan (also known as a ‘‘poison pill’’). At our 2004
annual meeting, the holders of a majority of our outstanding shares supported the proponent’s 2004 proposal to
submit the adoption, maintenance or extension of any poison pill to a shareholder vote as a separate ballot item at the
earliest next shareholder election. In response to our stockholders, our Board carefully examined the merits of
adopting a shareholder rights plan policy consistent with our stockholders’ wishes.
After considering the views of leading corporate governance experts, including Institutional Shareholder Services,
and the specific view of the proponent of this stockholder proposal, in December 2004 our Board determined that it
was in our stockholders’ best interests to adopt a policy of submitting the adoption of a shareholder rights plan to our
stockholders within a 12 month period instead of a shorter period of time such as four months because the Board
determined that it may need up to 12 months to evaluate the fairness and adequacy of an offer and to negotiate the
most favorable deal for stockholders. Accordingly, in December 2004, our Board adopted a shareholder rights plan
policy, under which the Company will only adopt a shareholder rights plan if the plan has been approved by
stockholders either in advance of, or within 12 months of, its adoption by the Board. This shareholder rights plan
policy was reviewed in advance with, and approved by, Institutional Shareholder Services.
Staples does not currently have a shareholder rights plan in effect and is not considering adopting one. A
shareholder rights plan would be adopted only in a manner consistent with our new policy and only after careful and
deliberate consideration of all relevant facts and circumstances existing at such time.
A copy of our shareholder rights plan policy is available in the ‘‘Corporate Governance’’ section of the
Company’s corporate website at http://www.staples.com. A copy of this policy may also be obtained, free of charge, by
mailing a request in writing to: Secretary, Staples, Inc., 500 Staples Drive, Framingham, MA 01702.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
AGAINST PROPOSAL 4.
15