Staples 2006 Annual Report Download - page 69

A-1
APPENDIX A
AMENDMENT OF BY-LAWS OF STAPLES, INC.
(PROPOSAL 2)
ARTICLE I
Stockholders
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Section 5. Action at a Meeting. Except as otherwise provided by the certificate of incorporation, at any meeting of
the stockholders a majority of all shares of stock then issued, outstanding and entitled to vote shall constitute a
quorum for the transaction of any business. Though less than a quorum be present, any meeting may without further
notice be adjourned to a subsequent date or until a quorum be had, and at any such adjourned meeting any business
may be transacted which might have been transacted at the original meeting.
When a quorum is present at any meeting, the affirmative vote of the holders of shares of stock representing a
majority of the votes cast on a matter (or if there are two or more classes of stock entitled to vote as a separate class,
then in the case of each such class, the holders of shares of stock of that class representing a majority of the votes cast
on the matter) shall decide any matter to be voted upon by the stockholders at such meeting, except when a different
vote is required by express provision of law, the certificate of incorporation or the by-laws.
When a quorum is present at any meeting, any election by stockholders shall be determined by a plurality of the
votes cast on the election. for the election of directors, a nominee for director shall be elected by the stockholders at
such meeting if the votes cast “for” such nominee’s election exceed the votes cast “against” such nominee’s election
(with “abstentions” and “broker non-votes” not counted as a vote either “for” or “against” that director’s election);
provided, that directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which (i) the
secretary of the corporation receives a notice that a stockholder has nominated a person for election to the Board of
Directors in compliance with the advance notice requirements for stockholder nominees for director set forth in
Article I, Section 7 of these Bylaws and (ii) such nomination has not been withdrawn by such stockholder on or before
the tenth business day before the corporation first mails its notice of meeting to the stockholders.
Except as otherwise provided by law or by the certificate of incorporation or by these by-laws, each holder of
record of shares of stock entitled to vote on any matter shall have one vote for each such share held of record by him
and a proportionate vote for any fractional shares so held by him. Each stockholder of record entitled to vote at a
meeting of stockholders may vote in person or may authorize another person or persons to vote for such stockholder
by a proxy executed or transmitted in a manner permitted by the General Corporation Law of Delaware by the
stockholder or such stockholder’s authorized agent and delivered (including by electronic transmission) to the
secretary of the corporation. No proxy shall be voted or acted upon more than three years after its date unless the
proxy provides for a longer period of time. A proxy with respect to stock held in the name of two or more persons shall
be valid if executed by any one of them unless at or prior to the exercise of the proxy the corporation receives a
specific written notice to the contrary from any one of them.
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