Staples 2006 Annual Report Download - page 18

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If the shares you own are held in “street name” by a bank or brokerage firm, your bank or brokerage firm, as the
record holder of your shares, is required to vote your shares according to your instructions. Your bank or broker will
send you directions on how to vote those shares. Under the rules of the New York Stock Exchange, if you do not give
instructions to your bank or brokerage firm, it will still be able to vote your shares with respect to certain
“discretionary” items, but will not be allowed to vote your shares with respect to certain “non-discretionary” items. In
the case of non-discretionary items, the shares that do not receive voting instructions will be treated as “broker non-
votes.”
If you are a stockholder as of the record date and attend the meeting, you may personally deliver your completed
proxy card or vote in person at the meeting.
Can I submit a proxy over the Internet or by telephone?
If you are a registered stockholder (where you hold your stock in your own name), you may submit a proxy over
the Internet by following the instructions at http://www.proxyvoting.com/spls or by telephone by calling 1-866-540-5760.
Proxy submissions over the Internet or by telephone are valid under Delaware law. If your shares are held in “street
name,” you will need to contact your broker or other nominee to determine whether you will be able to submit a proxy
over the Internet or by telephone.
Can I change my proxy after I return my proxy card?
Yes. Any proxy may be revoked by a stockholder at any time before it is exercised at the Annual Meeting by
delivering to our Corporate Secretary a written notice of revocation or a duly executed proxy bearing a later date, or
by voting in person at the meeting.
What is the vote required to approve each matter?
Election of Directors.The affirmative vote of the holders of shares of our common stock representing a plurality
of the shares of our common stock voting on the matter is required for the election of directors. A properly executed
proxy marked “WITHHOLD ALL” or “WITHHOLD AUTHORITY” with respect to the election of one or more
directors, and any broker non-votes, will not be counted as votes cast on such matter, although they will be counted for
purposes of determining whether there is a quorum.
By-law Amendment for Majority Voting. The affirmative vote of the holders of shares of our common stock
representing a majority of the outstanding shares of our common stock entitled to vote on the matter is required for
the approval of the by-law amendment to change the voting standard for election of directors in uncontested elections
from plurality to majority. A properly executed proxy marked “ABSTAIN” with respect to the by-law amendment,
and any broker non-votes, will not be counted as votes cast on such matter, although they will be counted for purposes
of determining whether there is a quorum. An abstention on this matter, however, is not an affirmative vote and will
have the same effect as a vote against this matter.
Independent Registered Public Accounting Firm. The affirmative vote of the holders of shares of our common
stock representing a majority of the shares of our common stock voting on the matter is required for the ratification of
the selection of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year.
A properly executed proxy marked “ABSTAIN” with respect to our independent registered public accounting firm,
and any broker non-votes, will not be counted as votes cast on such matter, although they will be counted for purposes
of determining whether there is a quorum.
Shareholder Proposal. The affirmative vote of the holders of shares of our common stock representing a
majority of the shares of our common stock voting on the matter is required for the approval of the non-binding
shareholder proposal described in this proxy statement. A properly executed proxy marked “ABSTAIN” with respect
to the shareholder proposal, and any broker non-votes, will not be counted as votes cast on such matter, although they
will be counted for purposes of determining whether there is a quorum. Because the shareholder proposal presents a
non-binding resolution, we will not be required to take the requested action if the proposal is approved, although we
will reevaluate our recommendation concerning the proposal if it is approved.