Staples 2013 Annual Report Download - page 25

16
ELECTION OF DIRECTORS
(Item 1 on the Proxy Card)
The members of our Board are elected for a term of office to expire at the next annual meeting (subject to the election and
qualification of their successors or the earlier of their death, resignation or removal). Elizabeth Smith is not seeking re-election,
due to personal commitments, and her term will expire upon election of directors at the Annual Meeting, at which time the Board
will be reduced to 11 members. In considering whether to recommend any particular candidate for inclusion in our Board's slate
of recommended director nominees, the Nominating and Corporate Governance Committee applies the assessment criteria set
forth in our Corporate Governance Guidelines. These criteria include diversity, age and skills such as understanding of the office
products market, the retail industry, finance, accounting, marketing, technology, risk management, international business and other
operational and business knowledge needed to oversee a global multi-channel business. The principal qualification of a director
is the ability to act effectively on behalf of all of our stockholders. The Nominating and Corporate Governance Committee does
not assign specific weights to particular criteria, and no particular criterion is a prerequisite for any prospective nominee. We
believe that the specific skills, qualifications and experience of our directors, considered as a group, should provide a mix of
knowledge and abilities that will allow our Board to fulfill its responsibilities.
We believe each nominee in the slate presented below, through their own personal accomplishments and dedication to their
profession and community, has demonstrated strong intellectual acumen, solid business judgment, strategic vision, integrity and
diligence. The eleven nominees include two directors who joined the Board within the last two years, four nominees that joined
the Board within the last seven years and five nominees that have served on our Board at least 15 years. Each of the current
directors consistently has demonstrated their strong work ethic and dedication to Staples, including coming prepared to meetings,
asking insightful questions, challenging management's assumptions, focusing on long term business strategy, analyzing challenges,
evaluating solutions and overseeing implementation. We believe that the composition of the Board, including the varied tenure
of our directors, combines institutional knowledge and understanding of our business model, products and services and historical
growth strategies with fresh perspectives and exposure to alternative approaches to business process, which promotes lively Board
discussion and effective oversight and problem solving.
Many of the nominees are either current or former chief executive officers or chairpersons or vice chairpersons of other
large international corporations. As such, they have a deep understanding of, and extensive experience in, many areas that are
critical to our operation and success. We have determined that nominees who have served in these roles have extensive experience
with financial statement preparation, compensation determinations, compliance, corporate governance, risk management, public
affairs and legal matters. Set forth below is biographical information of each of the nominees, highlighting the particular experience,
qualifications, attributes or skills of each nominee that supports the conclusion of the Nominating and Corporate Governance
Committee that these individuals should serve as directors of Staples.
Served as a
Director
Since
Basil L. Anderson, age 69
Served as an independent director of Staples since 1997 until
we asked him to become our Vice Chairman from
September 2001 until his retirement in March 2006.
Mr. Anderson is also a director of Hasbro, Inc., Becton,
Dickinson and Company, and Moody's Corporation. He
served as a director of CRA International, Inc. until
January 2011. Among his many qualifications, Mr. Anderson
has extensive executive experience in corporate finance
gained in part from his position as Chief Financial Officer of
Campbell Soup Company and, prior to that, Scott Paper
Company. Mr. Anderson also brings to the Board valuable
insight into oversight of financial reporting and the audit
process based on his experiences serving on the audit
committees of multiple boards. Mr. Anderson also has
strategic planning expertise, as well as international business
experience.
1997