Staples 2012 Annual Report Download - page 67

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58
the CEO and Chairman of the Board roles. Additional information regarding specific instances and issues where Staples'
corporate governance practices and performance are inconsistent with NBIM's expectations is available at:
http://www.nbim.no/StaplesProxyAccessProposal2013
The Securities Exchange Act of 1934, and the relevant disclosure rules and regulations thereunder, are available at:
http://www.sec.gov/about/laws/sea34.pdf
http://www.ecfr.gov/cgi-bin/text-
idx?c=ecfr&SID=bc8264802fc43c12b1051dfe10a3f0ea&rgn=div8&view=text&node=17:3.0.1.1.1.2.88.229&idno=17; and
http://www.ecfr.gov/cgi-bin/text-idx?
c=ecfr&SID=53296ee9cc71ca5526059efc2604bc39&rgn=div8&view=text&node=17:3.0.1.1.1.2.88.238&idno=17
Please vote FOR this proposal.
BOARD'S STATEMENT IN OPPOSITION
The Board unanimously recommends that you vote AGAINST this proposal for the following reasons:
The 1%/1-year threshold is unreasonably low;
May be misused by someone who is seeking to effect a change in control;
Could be used for special interests;
Stockholders may not get sufficient information;
Not needed based on our corporate governance practices; and
Can lead to distraction and added expenses.
The 1%/1-year threshold is unreasonably low. The proposal would allow any stockholder (or group of stockholders)
who collectively owned 1% of the Company's common stock for one year to have their director nominees included in the Company's
proxy materials. As of December 31, 2012, Staples had 20 stockholders who held more than 1% by themselves, including the
Proponent. As there is no limitation in the proposal as to how many stockholders could combine to surpass the 1% threshold on
an aggregate basis, numerous other shareholders could potentially use proxy access under this proposal. We know of no other
company in the S&P 500 that provides proxy access with a 1%/1-year threshold. The proxy access rule adopted by the SEC in
2010 required stockholders (or groups) to own at least 3% of a company's stock and to hold those shares for at least three years.
The SEC adopted a 3%/3-year standard after considering all relevant interests, including the goals of facilitating stockholder
nominations, the possibility of “special interest” nominations, the negative impact on stockholders and companies from the
disruption associated with contested elections, and the need to ensure that a nominating stockholder had a long-term interest in
the company so that proxy access would not be used to secure short-term gains at the expense of long-term stockholders.
May be misused by someone who is seeking to effect a change in control. The criteria set forth in the proposal for
stockholder nominations does not contain the minimum safeguards necessary to protect against stockholder nominations in
connection with an attempt to take over the Company in a transaction in which stockholders would be denied fair value for their
Staples shares. When the SEC adopted its 3%/3-year proxy access rule, it was concerned that a stockholder might use proxy
access in connection with a tender offer or other effort to obtain control of a company. In order to protect against that possibility,
the SEC's proxy access rule contained four critical safeguards, and a stockholder could not use the SEC's proxy access rule unless
all four of these conditions were satisfied:
The nominating stockholder must certify that it is not holding any of the company's securities with the purpose, or with
the effect, of changing control of the company or to gain more seats on the board than permitted by the proxy access rule;
The nominating stockholder must not be a member of any group engaged in soliciting or other nominating activities in
connection with the election of directors, other than a group of stockholders that submitted a nomination under the proxy
access rule;
The nominating stockholder must not seek, directly or indirectly, either on its own or another's behalf, the power to act
as a proxy for stockholders in connection with the election; and