Staples 2012 Annual Report Download - page 68

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 The nominating stockholder must not be a participant in another person's solicitation in connection with the election.
The Proponent's proposal omits all four of these critical safeguards. As a result, a person conducting a tender offer or a proxy
contest to acquire the Company for less than fair value could use the Proponent's process to further its own interest.
Could be used for special interests. Since each 1% holder or group may make proxy access nominations for up to 25%
of the board seats and all of those nominees would be required to appear in the proxy statement, this proposal could result in a
situation where numerous nominees are named. For example (based on a board size of 12), if five 1% holders submitted three
nominees each, the proxy statement would include the Company's 12 nominees plus 15 proxy access nominees. Because this
proposal does not limit the number of stockholder nominees, and because this proposal would allow a nominating stockholder to
include in the proxy statement 500 words per nominee, this proposal makes it much more likely that the Company's proxy statement
will be misused as a forum for stockholders seeking to advance their special interests and that nominations will be made for
candidates who are not truly viable or qualified simply to take advantage of the opportunity to include special interest information
in the proxy statement.
Stockholders may not get sufficient information. The proposal contemplates fairly limited informational disclosure
requirements about the stockholder (or group of stockholders) making the nomination and about the nominee. This shortcoming
in the proposal may result in stockholders not being provided with all relevant information about the nominator and its interests
and about each stockholder nominee and his or her interests and qualifications. The Board believes such information is important
for stockholders to make informed voting decisions. This shortcoming also demonstrates the significant risk of unintended
consequences resulting from the adoption of this proposal given the current lack of any well-developed consensus as to what
would constitute appropriate processes and procedures in a proxy access provision.
Not needed based on our corporate governance practices. As summarized in more detail at the beginning of the “Corporate
Governance” section of this proxy statement, we have a strong set of corporate governance practices: all of our directors are elected
annually, our by-laws contain a majority vote standard for uncontested elections of directors, we allow stockholders to act by
majority written consent and to call special meetings, we do not have supermajority voting provisions, we do not have stockholders
rights plan, and we have a policy requiring stockholder approval of any stockholder rights plan.
We have repeatedly demonstrated that we are thoughtful in listening and responding to our stockholders. For example,
as discussed elsewhere in this proxy statement:
 In the fall of 2012, we conducted our annual corporate governance outreach program, during which 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 on corporate governance,
executive compensation, and sustainability matters;
 We made significant changes to our executive compensation program in response to prior advisory votes on executive
compensation, the feedback from our corporate governance outreach program and in accordance with our commitment
to sound executive compensation governance practices; and
 We have been proactive in adopting 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.
Our Board has been highly responsive over the years, and we believe Staples has been on the leading edge in its efforts
to reach out to stockholders to discuss their views. In light of our existing governance provisions, our track record of listening and
being thoughtfully responsive to our stockholders and our proactive implementation of various governance policies, we do not
believe it is in the best interests of stockholders to support a proxy access provision at this time.
Can lead to distraction and added expenses. This proxy access proposal seeks to create a procedure that could be
disruptive and expensive for the Company. Contested elections require substantial attention from the Board and management
attention may be taken away from running the Company. Multiple candidates and nominations from competing stockholders could
further increase such disruption and expense. The U.S. Court of Appeals for the District of Columbia overturned the SEC's 3%/3-
year proxy access rule because the court determined that the SEC had not adequately assessed the expense and distraction proxy
contests would entail.
OUR BOARD RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL.