Staples 2007 Annual Report Download - page 12

received and marked as withholding authority, abstentions, and broker non-votes (where a broker or nominee does
not exercise discretionary authority to vote on a matter) will be included in the calculation of the number of shares
considered to be represented at the meeting.
How do I vote?
If you received a paper copy of these proxy materials, included with such copy is a proxy card or a voting
instruction card for the Annual Meeting. If you received a notice of Internet availability of proxy materials, the notice
will contain instructions on how to obtain a paper copy of a proxy card, as well as how to vote over the Internet or by
telephone.
If you complete, sign and return your proxy card, it will be voted as you direct. If no choice is specified on a
signed proxy card, the persons named as proxies will vote (1) for the election of all director nominees (and any
substitute nominees selected by our Board of Directors if any present nominees should withdraw) and for Proposals 2,
3, 4 and 5, (2) against the shareholder proposal and (3) in the discretion of the persons named as proxies as to all
other matters which may be properly presented at the Annual Meeting.
If the shares you own are held in ‘‘street name’’ by a bank, broker or other nominee, that person, as the record
holder of your shares, is required to vote your shares according to your instructions. Your bank, broker or other
nominee will send you directions on how to vote those shares. Under applicable stock exchange rules, if you do not
give instructions to your bank, broker or other nominee, 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 www.proxyvote.com or by telephone by calling [phone]. 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 bank, 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. A nominee will be elected as a director at the Annual Meeting if the votes cast ‘‘for’’ such
nominee exceed the votes cast ‘‘against’’ such nominee.
Amendment to Certificate of Incorporation. The affirmative vote of the holders of shares of our common stock
representing two-thirds of the outstanding shares of our common stock entitled to vote on the matter is required for
the approval of the amendment to our certificate of incorporation deleting Article XII in order to remove
supermajority voting provisions.
Executive Officer Incentive Plan. 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 our Executive
Officer Incentive Plan for the fiscal years 2008 through 2012.
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