Staples 2007 Annual Report Download - page 13

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Amendment to Stock 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 the
amendment to our Amended and Restated 2004 Stock Incentive Plan increasing the total number of shares
authorized for issuance under the plan by 15,100,000 shares, from 62,330,000 shares to 77,430,000 shares.
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.
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. 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.
A properly executed proxy marked ‘‘abstain’’ with respect to the election of a director, and any broker non-votes,
will not be counted as votes ‘‘for’’ or ‘‘against’’ the election of the director, although they will be counted for purposes
of determining whether there is a quorum. A properly executed proxy marked ‘‘abstain’’ with respect to the other
matters listed above, 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. With respect to the proposed amendment to our
certificate of incorporation, an abstention is not an affirmative vote and will have the same effect as a vote ‘‘against’’
such matter.
Are there other matters to be voted on at the meeting?
As of the date of this proxy statement, our Board of Directors does not know of any other matters which may
come before the meeting, other than the matters described in this proxy statement. Should any other matter requiring
a vote of our stockholders arise and be properly presented at the Annual Meeting, the proxy for the Annual Meeting
confers upon the persons named in the proxy and designated to vote the shares discretionary authority to vote, or
otherwise act, with respect to any such matter in accordance with their best judgment.
Our Board of Directors encourages stockholders to attend the Annual Meeting. Whether or not you plan to attend,
you are urged to submit your proxy. Prompt response will greatly facilitate arrangements for the meeting and your
cooperation will be appreciated. Stockholders who attend the Annual Meeting may vote their stock personally even
though they have sent in their proxies.
Solicitation
All costs of soliciting proxies will be borne by Staples. We have engaged Broadridge Investor Communication
Solutions to serve as the independent inspector of elections and to assist us with planning and organizational matters,
along with certain ministerial services, in connection with the proxy solicitation process at a cost anticipated not to
exceed $5,000, plus expenses. In addition to solicitations by mail, our directors, officers and regular employees,
without additional remuneration, may solicit proxies by telephone, electronic communication and personal interviews.
Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in
their names, and we will reimburse them for their related out-of-pocket expenses.
Shareholder Proposals
If a stockholder wishes to present a proposal or nominate a director candidate for election at our 2008 Annual
Meeting and the proposal or nomination is not intended to be included in our proxy statement for such meeting, the
stockholder must have given advance written notice to us by the close of business on April 10, 2008, in accordance
with our by-laws. If a stockholder gives notice of such a proposal or nomination after the April 10, 2008 deadline, the
stockholder will not be permitted to present the proposal or nomination to the stockholders for a vote at the Annual
Meeting. The stockholder’s written notice must contain the information specified in our by-laws and be sent to our
Corporate Secretary at 500 Staples Drive, Framingham, Massachusetts 01702.
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