Staples 2014 Annual Report Download - page 8

PROXY STATEMENT SUMMARY
4 STAPLES Notice of Annual Meeting of Stockholders
BOARD AND CORPORATE GOVERNANCE
DEVELOPMENTS
The Staples Board is committed to highly effective corporate governance that is responsive to shareholders, and on seeing to it
that the Company delivers on its strategy.
Shareholder Outreach
For many years, Staples has operated a formal shareholder
outreach program to listen to investor perspectives on
corporate governance, our executive compensation program,
sustainability and other matters. Annually, we solicit feedback
from institutional investors including asset managers, public
and labor union pension funds, and social responsibility
investors.
Selected Investor Feedback
“We appreciate Staples’ commitment to engaging
with CalPERS, their responsiveness to investor
priorities. Staples is joining a growing list of
companies committed to excellence in corporate
governance. We applaud their leadership.”
Anne Simpson, Senior Portfolio Manager and Director of
Global Governance at CalPERS
“Staples has taken an important step for shareowner
rights and I applaud the company for being
responsive to investors.”
Comptroller Scott M. Stringer, Investment Advisor,
Custodian and a Trustee of The NYC Funds
Timeline of Selected Corporate Governance Events
2015
March >Management Supported Proxy Access at 3%/3 years – we worked closely with our shareholders to develop a proxy
access framework that would be responsive but also protect the interests of all shareholders. We have committed to
providing a management-supported proxy access bylaw amendment at the 2016 Annual Meeting of Shareholders.
Executive Compensation – we replaced the total company sales metric with gross margin dollars for our 2015
annual cash incentive awards to place greater emphasis on driving profitability.
January >Independent Chair Policy – we adopted a policy to require that we have an independent Chair of the Board,
whenever possible. The policy is prospective, and applies when Ronald L. Sargent, our current Chairman and CEO,
retires or no longer serves as Chairman of the Board.
2014 > We engaged in constructive dialogues over the course of the year with shareholders representing more than 40% of
our shares, with direct involvement from two of our directors.
2013 > Restructured our executive compensation program in response to shareholder feedback on compensation and to
strengthen alignment with reinvention strategy.
✓ Eliminated time-based restricted stock and options
✓ Changed long-term program to be delivered entirely in the form of performance shares, with achievement
based on 50% return on net asset percentage and 50% on sales growth. The program also included a
three-year relative Total Shareholder Return (TSR) modifier
✓ Changed annual performance metrics
2012 > Shareholder right to act by written consent implemented
Refined compensation program, including changes in benchmarking and reduced dilution from stock plans, in direct
response to shareholder feedback
Enhanced transparency on political contributions and government activities
2009 > Shareholder right to call special meetings implemented
2008 > Adopted a majority vote standard for the election of directors with a plurality carve-out for contested elections
Eliminated supermajority vote requirement for mergers and other matters from company charter
2007 > Declassified board to establish annual elections going forward
1998 > Lead Independent Director – Staples is one of the early adopters of the role
Further corporate governance features are highlighted on page 8 of this proxy statement.