Staples 2012 Annual Report Download - page 23

14
stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the
date such recommendation is made. Such information should be submitted to the Nominating and Corporate Governance
Committee, c/o Corporate Secretary, Staples, Inc., 500 Staples Drive, Framingham, Massachusetts 01702. Assuming that
appropriate biographical and background material has been provided on a timely basis, the Nominating and Corporate Governance
Committee will evaluate stockholder recommended candidates by following substantially the same process, and applying
substantially the same criteria, as it follows for candidates submitted by others.
Stockholders also have the right under our by-laws to directly nominate director candidates, without any action or
recommendation on the part of the Nominating and Corporate Governance Committee or our Board, by following the relevant
procedures summarized in this proxy statement under the caption "Stockholder Proposals."
Communicating with our Board
Our Board will give appropriate attention to written communications that are submitted by stockholders, and will respond
if and as appropriate. Absent unusual circumstances or as contemplated by the committee charters, the Chairperson of the Board
(if an independent director), or the Lead Director (if one is appointed), or otherwise the Chairperson of the Nominating and
Corporate Governance Committee, with the advice and assistance of our General Counsel, is primarily responsible for monitoring
communications from stockholders and other interested parties and for providing copies or summaries of such communications
to the other directors as he or she considers appropriate.
Under procedures approved by our independent directors and subject to the advice and assistance from our General Counsel,
communications are forwarded to the Chairperson of the Board (if an independent director), the Lead Director (if one is appointed),
or otherwise the Chairperson of the Nominating and Corporate Governance Committee, who monitor communications from
stockholders and other interested parties. Copies or summaries of such communications are provided to all directors, if such persons
consider it important and appropriate for all directors to know. In general, communications relating to corporate governance and
corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances
and matters as to which we tend to receive repetitive or duplicative communications. In addition, as provided by our Guidelines,
if a meeting is held between a major stockholder (including institutional investors) and a representative of the independent directors,
the Lead Director will serve, subject to availability, as such representative of the independent directors.
Stockholders who wish to send communications on any topic to our Board should address such communications to The
Board of Directors, c/o Corporate Secretary, Staples, Inc., 500 Staples Drive, Framingham, Massachusetts 01702.