Staples 2013 Annual Report Download - page 71

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strategy. Also, in March 2014, in recognition of service, additional responsibilities and workloads, and progress against the
Company’s strategic plan in 2013, the Committee approved a 2013 Reinvention Cash Award for all bonus-eligible associates
of the Company, including the NEOs.
As a result of the changes to the compensation program in 2013, an average of 84% of total target compensation
(excluding the Reinvention Cash Award) for the NEOs is “at risk” based on performance results, and 100% of long term incentive
compensation is contingent on results.
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 4 on the Proxy Card)
The Audit Committee is directly responsible for appointing, compensating, overseeing, evaluating and, when necessary,
terminating our independent registered public accounting firm, and our independent registered public accounting firm reports
directly to the Audit Committee. The Audit Committee of our Board has appointed 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. The Audit Committee evaluates the performance of our independent auditors, including the senior audit
engagement team, each year and determines whether to reengage the current independent auditors or consider other audit firms.
The members of the Audit Committee and the Board believe that the continued retention of Ernst &Young LLP to serve as our
independent auditor is in the best interests of our stockholders.
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 of Directors
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 3, 2013, a copy of which is available in the Corporate Governance section of our Investor Information
webpage at www.staples.com. The members of the Audit Committee are independent Directors, as defined by its charter and the
rules of the Rule 10A-3 of the Securities Exchange Act of 1934 and the applicable rules of the 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’