Staples 2006 Annual Report Download - page 34

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Staples Drive, Framingham, Massachusetts 01702. Assuming that appropriate biographical and background material
has been provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate stockholder
recommended candidates by following substantially the same process, and applying substantially the same criteria, as
it follows for candidates submitted by others.
Stockholders also have the right under our by-laws to directly nominate director candidates, without any action or
recommendation on the part of the Nominating and Corporate Governance Committee or our Board, by following
the relevant procedures summarized in this proxy statement under the caption “Shareholder Proposals.”
Communicating with our Board
Our Board will give appropriate attention to written communications that are submitted by stockholders, and will
respond if and as appropriate. Absent unusual circumstances or as contemplated by the committee charters, the
Chairperson of the Board (if an independent director), or the Lead Director (if one is appointed), or otherwise the
Chairperson of the Nominating and Corporate Governance Committee, with the advice and assistance of our General
Counsel, is primarily responsible for monitoring communications from stockholders and other interested parties and
for providing copies or summaries of such communications to the other directors as he or she considers appropriate.
Under procedures approved by a majority of our independent directors, communications are forwarded to all
directors if they relate to important substantive matters and include suggestions or comments that the Chairperson of
the Board (if an independent director), or the Lead Director (if one is appointed), or otherwise the Chairperson of
the Nominating and Corporate Governance Committee considers to be important for the directors to know. In
general, communications relating to corporate governance and corporate strategy are more likely to be forwarded
than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to
receive repetitive or duplicative communications. In addition, as provided by our Corporate Governance Guidelines,
if a meeting is held between a major stockholder (including institutional investors) and a representative of the
independent directors, the Lead Director will serve, subject to availability, as such representative of the independent
directors.
Stockholders who wish to send communications on any topic to our Board should address such communications
to The Board of Directors, c/o Corporate Secretary, Staples, Inc., 500 Staples Drive, Framingham,
Massachusetts 01702.
Director Compensation
The Compensation Committee is responsible for reviewing and making recommendations to our Board with
respect to the compensation paid to our non-employee directors (“Outside Directors”). Our Outside Directors are
predominantly compensated through stock option and restricted stock awards reflecting the Compensation
Committee’s philosophy that director pay should be aligned with the interests of our stockholders. Upon initial
election to our Board of Directors, each Outside Director is granted options to purchase 22,500 shares of our common
stock. For each regularly scheduled meeting day attended, each Outside Director is granted options to purchase 4,500
shares of our common stock (subject to an annual limit of 22,500 shares) and 600 restricted shares of our common
stock (subject to an annual limit of 3,000 shares). At the end of each fiscal year, the Lead Director is granted an
additional 1,500 restricted shares of our common stock and each chairperson of the Audit Committee, Compensation
Committee, Nominating and Corporate Governance Committee, and Finance Committee is granted an additional
1,200 restricted shares of our common stock. Stock option grants have an exercise price equal to the fair market value
of our common stock on the date of grant and vest ratably on an annual basis over four years. Restricted stock grants
cliff vest at the end of three years, except that restricted stock grants made before September 2004 cliff vest at the end
of five years. Upon a “change-in-control” of Staples (as defined in the respective stock option and restricted stock
award agreements), all outstanding unvested stock options and restricted stock would fully vest. Each Outside
Director also receives a quarterly payment of $12,500 and is reimbursed for reasonable expenses incurred in attending
meetings of our Board of Directors. The chairperson of the Audit Committee receives an additional quarterly
payment of $3,750.