Staples 2013 Annual Report Download - page 12

3
If the shares you own are held in "street name" as noted above, under applicable stock exchange rules, if you do not give
instructions to your bank, broker or other nominee, it will still be able to vote your shares with respect to "discretionary" items,
but will not be allowed to vote your shares with respect to "non-discretionary" items. In the case of "non-discretionary" items,
the shares that do not receive voting instructions will be treated as "broker non-votes." The only item at the 2014 Annual Meeting
that is "discretionary" is the ratification of Ernst &Young as our independent registered public accounting firm. The other items
are "non-discretionary."
Can I submit a proxy over the Internet or by telephone?
If you are a registered stockholder (meaning you hold your stock in your own name), you may submit a proxy over the
Internet by following the instructions at www.proxyvote.com or by telephone by calling [phone]. Staples is incorporated
in Delaware and proxy submissions over the Internet or by telephone are valid under Delaware law. If your shares are held in
"street name," you will need to contact your bank, broker or other nominee to determine whether you will be able to submit a
proxy over the Internet or by telephone.
Can I change my proxy after I return my proxy card?
Yes. Any proxy may be revoked by a stockholder at any time before it is exercised at the Annual Meeting by delivering to
our Corporate Secretary a written notice of revocation or a duly executed proxy bearing a later date, or by voting in person at
the meeting.
What is the vote required to approve each matter?
Election of Directors. Since this is an uncontested election of directors, a nominee will be elected as a director at the Annual
Meeting if the votes cast "FOR" such nominee exceed the votes cast "AGAINST" such nominee.
2014 Stock Incentive Plan. The affirmative vote of the holders of shares of our common stock representing a majority of
the votes cast on the matter is required to approve the 2014 Stock Incentive Plan.
Named Executive Officer Compensation. The affirmative vote of the holders of shares of our common stock representing
a majority of the votes cast on the matter is required to approve the named executive officer compensation. This proposal is an
advisory vote and is non-binding. Although no action is required to be taken, even if approved by a majority of votes cast, our
Compensation Committee of our Board of Directors considers the results of the voting in making future compensation decisions
for our named executive officers.
Independent Registered Public Accounting Firm. The affirmative vote of the holders of shares of our common stock
representing a majority of the votes cast on the matter is required for the ratification of the selection of Ernst & Young LLP as our
independent registered public accounting firm for the current fiscal year. This proposal is non-binding.
Non-Binding Stockholder Proposals. The affirmative vote of the holders of shares of our common stock representing a
majority of the votes cast on the matter is required to approve each of the non-binding stockholder proposals. Because each of
the stockholder proposals are non-binding resolutions, we will not be required to take the requested action if a proposal is approved;
however, we will reevaluate our recommendation if such proposal is approved.
A “majority of votes cast” means the number of “FOR” votes exceeds the number of “AGAINST” votes. Therefore, a
proxy marked “Abstain” with respect to any proposal will not have any effect on the outcome of the vote on that proposal and,
similarly, broker non-votes will not be counted as votes cast with respect to such proposal and therefore will have no effect on the
outcome of the vote on that proposal.
Are there other matters to be voted on at the meeting?
As of the date of this proxy statement, our Board does not know of any other matters which may come before the meeting,
other than the matters described in this proxy statement and the deadline under our bylaws for submission of matters by stockholders
has passed. Should any other matter requiring a vote of our stockholders arise and be properly presented at the Annual Meeting,
the proxy for the Annual Meeting confers upon the persons named in the proxy and designated to vote the shares discretionary
authority to vote, or otherwise act, with respect to any such matter in accordance with their best judgment.
Our Board encourages stockholders to attend the Annual Meeting. Whether or not you plan to attend, you are urged
to submit your proxy. Prompt response will greatly facilitate arrangements for the meeting and your cooperation is
appreciated. Stockholders who attend the Annual Meeting may vote their stock personally even though they have sent in
their proxies. If you hold your shares in street name, you must request a legal proxy from your bank, broker or nominee
if you would like to vote at the Annual Meeting.