Staples 2007 Annual Report Download - page 28

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Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have the
opportunity to make a statement if they desire to do so and will also be available to respond to appropriate questions
from stockholders.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF ERNST &
YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
CURRENT FISCAL YEAR.
PROPOSAL 6 — SHAREHOLDER PROPOSAL ON SPECIAL SHAREHOLDER MEETINGS
We have been advised that the following non-binding shareholder proposal will be presented at the Annual
Meeting. The proposal will be voted on at the Annual Meeting if the proponent, or a qualified representative, is
present at the meeting and submits the proposal for a vote. Following the shareholder proposal is our statement in
opposition. We will provide promptly to stockholders the name, address and number of shares of our voting securities
held by the proponent upon receiving an oral or written request.
FOR THE REASONS SET FORTH BELOW IN OUR BOARD’S STATEMENT IN OPPOSITION TO THE
SHAREHOLDER PROPOSAL, OUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 6.
The text of the shareholder proposal and supporting statement appear below as received by us, and we assume no
responsibility for its content or accuracy.
— Beginning of Shareholder Proposal
6 — Special Shareholder Meetings
RESOLVED, Shareholders ask our board to take the steps necessary to amend our bylaws and any other
appropriate governing documents to give holders of 10% of our outstanding common stock (or the lowest percentage
allowed by law above 10%) the power to call a special shareholder meeting, in compliance with applicable law.
Special meetings allow investors to vote on important matters, such as a takeover offer, that can arise between
annual meetings. If shareholders cannot call special meetings, management may become insulated and investor
returns may suffer.
Shareholders should have the ability to call a special meeting when they think a matter is sufficiently important to
merit expeditious consideration. Shareholder input on the timing of shareholder meetings is especially important
regarding a major acquisition or restructuring — when events unfold quickly and issues may become moot by the next
annual meeting.
Eighteen (18) proposals on this topic also averaged 56%-support in 2007 — including 74%-support at Honeywell
(HON) according to RiskMetrics (formerly Institutional Shareholder Services). Honeywell recently announced that it
would adopt this proposal topic.
A similar supporting vote at our company could lead to adoption of this proposal topic. For example following
our 79%-support for a shareholder proposal for simple majority voting provisions our management will submit such
an amendment for our approval at our 2008 annual meeting.
John Chevedden, Redondo Beach, Calif., said the merits of this proposal should also be considered in the context
of our company’s overall corporate governance structure and individual director performance. For instance in 2007
the following structure and performance issues were identified:
• We did not have an Independent Chairman — Independence concern.
• Plus our Lead Director, Mr. Blank, had an alarming 46% withheld vote. Mr. Blank’s 46% withheld vote was
more than 46-times greater than Mr. Vishwanath’s withhold vote.
• Mr. Blank also served on our executive pay committee.
• And our executive pay committee was responsible for $13 million in annual CEO pay.
• Plus our CEO served on 2 additional boards — Over commitment concern.
• Mr. Anderson served on 5 boards — Over-commitment concern.
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