Staples 2014 Annual Report Download - page 80

INFORMATION ABOUT THE ANNUAL MEETING
76 STAPLES Notice of Annual Meeting of Stockholders
Solicitation
All costs associated with preparing, assembling, printing,
mailing, and distributing these proxy materials will be borne
by Staples. Staples will also bear the cost of soliciting proxies
on behalf of our Board. Staples will provide copies of these
proxy materials to banks, brokerage houses, fiduciaries, and
custodians holding in their names shares of our common stock
beneficially owned by others so that they may forward these
proxy materials to the beneficial owners. Staples has retained
the services of D.F. King & Co., Inc., a professional proxy
solicitation firm, to aid in the solicitation of proxies. Staples
expects that it will pay D.F. King its customary fees, estimated
not to exceed approximately $13,000 in the aggregate, plus
reasonable out-of-pocket expenses incurred in the process of
soliciting proxies. In addition, Staples may reimburse brokerage
firms and other persons representing beneficial owners of
shares for their expenses in forwarding solicitation materials to
such beneficial owner.
Solicitations may also be made by personal interview, mail,
telephone, facsimile, email, Twitter, other electronic channels
of communication, in particular LinkedIn, Staples’ investor
relations website, Staples’ Annual Meeting website, located
at https://staplesannualmeeting.com, other Staples-hosted
websites and blogs, or otherwise by directors, officers, and
other employees of Staples, but Staples will not additionally
compensate its directors, officers, or other employees for
these services.
Shareholder Proposals
Other than the shareholder proposals set forth in this proxy
statement, we did not receive any other shareholder proposals
or nominations for director candidates that must be presented
at our 2015 Annual Meeting. The proposals were received
prior to December 24, 2014, the deadline for shareholders
who wished to present proposals and wanted such proposals
to be included in the proxy materials. In accordance with
our by-laws, in order for a shareholder to present a proposal
or nominate a director candidate for election at our 2015
Annual Meeting but not have such proposal included in the
proxy materials, the shareholder must have provided us with
advance written notice by March 4, 2015. If a shareholder
gives us notice of a proposal or nomination after the March 4,
2015 deadline, the shareholder will not be permitted to present
the proposal or nomination to the shareholders for a vote at
the 2015 Annual Meeting.
Shareholders who intend to present proposals at our 2016
Annual Meeting and want us to include such proposals in our
proxy materials relating to that meeting should contact our
Corporate Secretary. Such proposals must be received at our
principal corporate offices at 500 Staples Drive, Framingham,
Massachusetts 01702 not later than December 22, 2015
and must be in compliance with applicable laws and
Rule 14a-8 under the Securities Exchange Act of 1934 (the
“Exchange Act”) in order to be considered for possible
inclusion in the proxy statement and form of proxy for our 2016
Annual Meeting.
If a shareholder wishes to present a proposal or nominate a
director candidate for election at our 2016 Annual Meeting and
the proposal or nomination is not intended to be included in our
proxy statement for such meeting, the shareholder must give
us advance notice and provide the information required by our
by-laws, including but not limited to, information regarding the
identity of the shareholder or beneficial owner, their holdings
in Staples securities, agreements or compensation relating
to such nomination or matter, and any derivatives or other
arrangements to mitigate risk or change voting power. If a
shareholder gives notice of such a proposal or nomination after
the applicable deadline, the shareholder will not be permitted
to present the proposal or nomination to the shareholders
for a vote at the meeting. For our 2016 Annual Meeting, our
Corporate Secretary generally must receive such a notice at
500 Staples Drive, Framingham, Massachusetts 01702 not
later than 90 days and no earlier than 120 days prior to the
first anniversary of our 2015 Annual Meeting. However, if the
date of our 2016 Annual Meeting is more than 30 days before
or more than 70 days after such anniversary date, notice by
the shareholder must be received no earlier than 120 days
prior to the 2016 Annual Meeting and not later than the later
of (i) the 90th day prior to the 2016 Annual Meeting and (ii) the
tenth day following the day on which public announcement of
the date of the 2016 Annual Meeting is made or notice for the
2016 Annual Meeting was mailed, whichever occurs first.
Householding of Annual Meeting Materials
Some banks, brokers and other nominee record holders
may be participating in the practice of “householding” proxy
statements, annual reports and notices of Internet availability
of proxy materials. This means that only one copy of our
proxy statement, annual report or notice of Internet availability
of proxy materials may be sent to multiple shareholders in
a household, which helps us reduce our printing costs and
postage fees and helps the environment by conserving natural
resources. However, we will promptly deliver a separate copy
of these documents to you if you write, email or call our Investor
Relations department at 500 Staples Drive, Framingham,
Massachusetts 01702, email: [email protected], or
telephone: [phone]. If you want to receive separate
copies of the proxy statement, annual report or notice of
Internet availability of proxy materials in the future, or if you
are receiving multiple copies and would like to receive only
one copy for your household, you should contact your bank,
broker, or other nominee record holder, or you may contact us
at the above address, email or phone number.