Staples 2012 Annual Report Download - page 64

55
Our Board is asking stockholders to approve, on an advisory basis, Staples' named executive officer compensation by
approving the following resolution:
"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to the compensation
disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the
compensation tables and any related material disclosed in this proxy statement is hereby APPROVED."
As an advisory vote, this proposal is not binding upon Staples. The Compensation Committee considers the results of the
voting in making future compensation decisions for our named executive officers.
OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF OUR
NAMED EXECUTIVE OFFICER COMPENSATION.
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Item 3 on the Proxy Card)
The Audit Committee of our Board has selected the firm of Ernst & Young LLP as our independent registered public
accounting firm for the current fiscal year. Ernst & Young LLP has served as our independent auditor since our inception. Although
stockholder approval of the Audit Committee's selection of Ernst & Young LLP is not required by law, our Board believes that it
is advisable to give stockholders an opportunity to ratify this selection. If this proposal is not approved at the Annual Meeting, the
Audit Committee may reconsider its selection.
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 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.
Report of the Audit Committee of the Board
The Audit Committee of the Board of Directors is composed of four members and acts under a written charter, as amended
and restated on December 7, 2010, a copy of which is available at our public website at www.staples.com in the Corporate
Governance section of the Investor Information webpage. The members of the Audit Committee are independent Directors, as
defined by its charter and the rules of the SEC and NASDAQ Global Select Market.
The Audit Committee provides independent, objective oversight of Staples' financial reporting process on behalf of the
Board of Directors. Management has the primary responsibility for the preparation, presentation and integrity of Staples' financial
statements and for maintaining an adequate system of disclosure controls and procedures and internal control over financial
reporting for that purpose. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management
the audited financial statements for the 2012 fiscal year, which review included a discussion of the quality, not just the acceptability,
of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.
The Audit Committee reviewed and discussed with Ernst & Young LLP, Staples' independent registered public accounting
firm, which is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted
accounting principles, its judgments as to the quality, not just the acceptability, of Staples' accounting principles and such other
matters as are required to be discussed with the Audit Committee under generally accepted auditing standards, including Statement
on Auditing Standards No. 61 (Communication with Audit Committees), as amended (AICPA, Professional Standards, Vol.1 AU
Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Audit Committee also received