Staples 2014 Annual Report Download - page 75

SHAREHOLDER PROPOSALS
www.staplesannualmeeting.com STAPLES 71
Board’s Statement in Opposition
The Board unanimously recommends that you vote AGAINST
this proposal because:
• The Board has already adopted a policy implementing the
proposal.
• The Board sought feedback and considered the views of
our stockholders in responding to the proposal.
• Our approach strikes the right balance to transition to a
new Board leadership structure.
The Board has already adopted a policy implementing
the proposal. On January 13, 2015, our Board adopted a
policy to require the Chairman of the Board, whenever possible,
to be an independent director. The policy is prospective, and
begins to apply when Mr. Sargent retires or otherwise no longer
serves as Chairman of the Board. The policy does not apply:
• If the appointment violates any contractual obligation;
• If no independent director is available or willing to serve
as Chairman;
• If the appointment would be inconsistent with the Board’s
fiduciary obligations.
In accordance with its fiduciary duties, the Board will
periodically make a determination as to the appropriateness of
its policies in connection with the recruitment and succession
of the Chairman and Chief Executive Officer.
The full text of our policy is found in Section 19 of our
Corporate Governance Guidelines, which is available in the
Corporate Governance section of the Investor Relations page
on our website, www.staples.com. The Board believes that we
adopted a policy that favorably acts upon this proposal.
The Board sought feedback and considered the views
of our stockholders in responding to the proposal. After
a similar proposal received approximately 51% support in
the 2014 Annual Meeting, the Board carefully reviewed the
question of Board leadership, among other steps seeking
feedback from major stockholders in the fall of 2014 through
our annual corporate governance outreach program. We
spoke with stockholders representing 40% of our shares
and nearly all of these stockholders told us that they viewed
a policy similar to the one we adopted as being responsive.
Our Board reviewed the feedback of the outreach program
in December 2014 and the following month implemented our
independent chair policy.
Our approach strikes the right balance to transition
to a new Board leadership structure. In adopting the
new independent chair policy, the Board and some of
our stockholders were concerned about the unintended
consequences or disruptions that may occur if the Chairman
and CEO roles were split and an independent chair
was appointed now. Prospective implementation of the
independent chair policy provides for a succession period
for our Board leadership structure and allows us have a
single, clear focus for command to successfully execute
against our multi-year reinvention plans and the acquisition of
Office Depot.
Moreover, at this time the Board has an Independent Lead
Director role with robust responsibilities. We announced in
January 2015 the retirement of current Independent Lead
Director Robert Nakasone from the Board at the 2015 annual
meeting, and that Robert Sulentic will be the Board’s new
Independent Lead Director. Our Independent Lead Director
provides important oversight and leadership. The duties of the
Lead Director, among many others, include the following:
• Presiding at all meetings at which the Chairman is not
present, including executive sessions of the independent
directors;
• Serving as a liaison between the Chairman and the
independent directors;
• Approving agendas, schedules and information before
they are sent to the Board;
• Having the authority to call meetings of the independent
directors; and
• Ensuring availability for consultation and direct
communication, if requested by a major stockholder.
The Board does not believe that any further action is necessary
or appropriate and, therefore, unanimously recommends that
you vote AGAINST this proposal.
OUR BOARD RECOMMENDS THAT YOU VOTE
AGAINST THIS PROPOSAL.