Staples 2007 Annual Report Download - page 19

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Vijay Vishwanath, age 48
Partner at Bain & Company, a management consulting firm, since 1993. March
Mr. Vishwanath first joined Bain in 1986 and leads its consumer products 2007
practice. Prior to joining Bain, Mr. Vishwanath worked at Procter &
Gamble.
Paul F. Walsh, age 58
Mr. Walsh served as Chairman and Chief Executive Officer of eFunds 1990
Corporation, a transaction processing and risk management company, from
September 2002 until eFunds was acquired by Fidelity National Information
Services in September 2007. Mr. Walsh also has been the owner and Chief
Executive Officer of PFW Management, LLC, a consulting company, since
February 2008.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES AS DIRECTORS.
PROPOSAL 2 — APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
DELETING ARTICLE XII TO REMOVE SUPERMAJORITY VOTING PROVISIONS
Our Board of Directors has determined that it is in the best interests of Staples and our stockholders to remove
the ‘‘supermajority’’ voting provisions contained in Staples’ Second Restated Certificate of Incorporation relating to
certain major corporate transactions and recommends that you vote to approve the proposed amendment eliminating
this voting standard.
Article XII of Staples’ Second Restated Certificate of Incorporation requires the affirmative vote of the holders
of two-thirds of the outstanding voting stock to approve the sale of all or substantially all of our assets, our merger
with another entity, and our dissolution. The same vote is required to amend or repeal Article XII or to adopt any
provision that is inconsistent with Article XII. The proposed amendment would delete Article XII from Staples’
Second Restated Certificate of Incorporation. If the proposed amendment is approved by our stockholders, holders of
a simple majority of the outstanding stock of Staples could vote to approve the major corporate transactions listed
above.
Our Board recognizes that the sale, merger or dissolution of Staples would constitute an extraordinary
transaction that would have a significant impact on all of our stockholders. As with many public companies, the
supermajority voting requirements were originally implemented at Staples to protect the interests of our stockholders
broadly and to promote direct communication between a potential bidder and our Board in a sale context and thereby
enhance our Board’s ability to maximize stockholder value in a sale transaction.
While our Board continues to view these factors as important, it also desires to be responsive to evolving
standards of corporate governance and to the concerns of our stockholders. In recent years, stockholders of many
public companies have requested the elimination of the supermajority voting standard for stockholder actions. In fact,
at our 2006 Annual Meeting, a shareholder proposal requesting that we adopt a simple majority vote was supported by
approximately 80% of the votes cast on the proposal.
Our Board considered the substantial support received from our stockholders for the non-binding proposal
presented at our 2006 Annual Meeting noted above and has carefully re-examined the issues relating to a
supermajority voting standard in connection with certain major corporate transactions. Our Board took into account
that it would continue to be in a position to review the types of corporate transactions covered by the current
supermajority voting standard and thus would continue to have a meaningful role in protecting the interests of our
stockholders and maximizing stockholder value in connection with certain major corporate transactions.
Having considered all of these factors, including the potential risks associated with a ‘‘simple majority’’ voting
standard, our Board believes that it is appropriate and in the best interests of Staples and our stockholders at this time
to eliminate the supermajority voting requirements contained in our Second Restated Certificate of Incorporation.
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