Staples 2012 Annual Report Download - page 15

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(5) As set forth in a Schedule 13G filed on January 30, 2013, BlackRock, Inc. had, as of December 31, 2012, sole dispositive
power and sole voting power with respect to all of the shares.
(6) As set forth in a Schedule 13G filed on February 14, 2013, FMR, LLC had, as of December 31, 2012, sole dispositive power
and sole voting power with respect to all of the shares.
(7) As set forth in a Schedule 13G filed on February 7, 2013, Pzena Investment Management, LLC had, as of December 31, 2012,
sole dispositive power and sole voting power with respect to all of the shares.
(8) Includes 12,000 shares owned by Mr. Anderson's wife.
(9) Includes 14,028 shares owned by the John A. Komola Trust and 67,001 shares owned by the Christine T. Komola Trust.
(10) Includes 25,235 shares owned by Dr. Moriarty's children, of which Dr. Moriarty disclaims beneficial ownership and 200,000
shares owned by Movex, LLC, which is owned by two Moriarty family trusts.
(11) Includes 165,085 shares owned by the Robert C. Nakasone Trust and 98,814 shares owned by Nakasone Capital LLC.
(12) Includes 337,974 shares owned by the Demos Parneros Revocable Trust and 2,717 shares that may be distributed from a
401(k) plan account.
(13) Includes 43,577 shares owned by Sargent Family LLC, 758,964 shares owned by the Ronald L. Sargent Revocable Trust,
19,313 shares owned by the Jill Sargent Irrevocable Trust, 19,313 shares owned by the Ronald L. Sargent Irrevocable Trust,
619,174 shares owned by Sargent Partners LLC and 138,825 shares owned by Ronald L. Sargent 2011 Grantor Retained Annuity
Trust. Includes 5,506 shares owned by the Sargent Family Foundation of which Mr. Sargent disclaims beneficial ownership. Also
includes 2,817 shares that may be distributed from a 401(k) plan account.
(14) Includes 300 shares held by Mr. Sulentic's daughter.
(15) Includes 247 shares held by Paul F. Walsh, IRA and 171,787 shares held by the Walsh Family Trust.
CORPORATE GOVERNANCE
Highlights
We are committed to following best practices of corporate governance that are in the best interests of our business and
all of our stockholders. We believe we have been on the leading edge in our efforts to reach out to stockholders to discuss their
views, and we believe that we have a consistent track record of listening and being thoughtfully responsive to feedback. Over
the years, after considering best practices, governance trends and stockholder input, we pro-actively adopted many important
governance initiatives, such as majority voting, an enhanced political contributions policy, a compensation recoupment policy and
Staples Soul, which reflects our commitment to a number of important policies relating to ethics, community, the environment
and diversity.
Corporate Governance Outreach Program
We have been conducting a formal corporate governance outreach program for many years. In the fall, we solicit feedback
from our institutional investors, labor unions, pension funds, corporate social responsibility investors and proxy advisory groups
to hear their perspectives on various governance matters, our executive compensation program, sustainability and other matters
of interest to our stockholders. In the spring, we may also engage in conversations to discuss matters on the agenda for the annual
meeting. In 2012, we approached stockholders representing approximately 50% of our shares and engaged in a constructive
dialogue with stockholders representing more than 30% of our shares to learn about their concerns and hear their perspectives.
The results were shared with our Nominating and Corporate Governance Committee and Compensation Committee, as well as
with the entire Board of Directors. We believe that the outreach program is very beneficial to our understanding of the issues that
are important to our stockholders and also highlights for us stockholders' divergent opinions.
Recent Corporate Governance Enhancements
 Changes to our Executive Compensation Program. To focus our executives on the key priorities of our strategic plan,
our Compensation Committee made significant changes to our compensation program for fiscal 2013. These changes
include increasing the percentage of compensation that is performance-based or “at risk,” re-tooling the goals to prioritize
sales growth, incorporating a relative TSR performance measure and, overall, streamlining the long term incentive program
into a single element of performance shares. These changes, which align with feedback we received from our stockholders,
are discussed in more detail in the "Compensation Discussion & Analysis" section of this proxy statement.
 Stockholder Action by Written Consent. In 2012, we amended our certificate of incorporation to allow stockholders
to act by majority written consent. The amendment represented a thoughtful response to the votes of stockholders at our
2010 and 2011 annual meetings in favor of a stockholder proposal requesting this right, and incorporates valuable
stockholder input, including on appropriate procedural safeguards, received in the course of our corporate governance
outreach program.