Staples 2006 Annual Report Download - page 26

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10
The proposed by-law amendment must be approved by the affirmative vote of a majority of the shares of our
common stock issued, outstanding and entitled to vote. If our stockholders approve this proposal, the by-law
amendment will become effective on the date of our 2007 Annual Meeting and the majority vote standard would be
applicable to any uncontested election of directors following our 2007 Annual Meeting. If the proposed by-law
amendment is approved by our stockholders, it may only be removed or amended by a subsequent vote of our
stockholders.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE BY-LAW
AMENDMENT TO CHANGE THE VOTING STANDARD FOR ELECTION OF DIRECTORS IN UNCONTESTED
ELECTIONS FROM PLURALITY TO MAJORITY.
PROPOSAL 3 — RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of our Board of Directors has selected the firm of Ernst & Young LLP as our independent
registered public accounting firm for the current fiscal year. Ernst & Young LLP has served as our independent
auditors since our inception. Although stockholder approval of the Audit Committee’s selection of Ernst & Young
LLP is not required by law, our Board of Directors believes that it is advisable to give stockholders an opportunity to
ratify this selection. If this proposal is not approved at the Annual Meeting, the Audit Committee may reconsider its
selection.
Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have the
opportunity to make a statement if they desire to do so and will also be available to respond to appropriate questions
from stockholders.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF ERNST &
YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
CURRENT FISCAL YEAR.
PROPOSAL 4 — SHAREHOLDER PROPOSAL ON SIMPLE MAJORITY VOTE
We have been advised that the following non-binding shareholder proposal will be presented at the Annual
Meeting. The proposal will be voted on at the Annual Meeting if the proponent, or a qualified representative, is
present at the meeting and submits the proposal for a vote. Following the shareholder proposal is our statement in
opposition. We will provide promptly to stockholders the name, address and number of shares of our voting securities
held by the proponent upon receiving an oral or written request.
FOR THE REASONS SET FORTH BELOW IN OUR BOARD’S STATEMENT IN OPPOSITION TO THE
SHAREHOLDER PROPOSAL, OUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 4.
The text of the shareholder proposal and supporting statement appear below as received by us and Staples
assumes no responsibility for its content or accuracy.
— Beginning of Shareholder Proposal
4 — Adopt Simple Majority Vote
RESOLVED:Shareholders recommend that our Board take each step necessary to adopt a simple majority vote to
apply to the greatest extent possible. This proposal is not intended to unnecessarily limit our Board’s judgment in
crafting the requested change to the fullest extent feasible in accordance with applicable laws and existing governance
documents.
John Chevedden, 2215 Nelson Ave., No. 205, Redondo Beach, CA 90278 sponsors this proposal.
This topic won a 66% yes-vote average at 20 major companies in 2006. The Council of Institutional Investors
www.cii.org formally recommends adoption of this proposal topic.