Staples 2015 Annual Report Download - page 22

CORPORATE GOVERNANCE
18 STAPLES Notice of Annual Meeting of Stockholders
DIRECTOR CANDIDATES
The process followed by the Nominating and Corporate
Governance Committee to identify and evaluate director
candidates includes requests to Board members and others
for recommendations, engaging a professional recruiting firm
to help identify and recruit potential candidates, meetings
from time to time to evaluate biographical information
and background material relating to potential candidates
and interviews of selected candidates by members of the
Nominating and Corporate Governance Committee and
our Board. The Nominating and Corporate Governance
Committee also considers the results of our robust Board self-
evaluation process.
Shareholder-Recommended Director Candidates
Shareholders may recommend an individual to the
Nominating and Corporate Governance Committee for
consideration as a potential director candidate by submitting
the following information: (1) the candidate’s name;
(2) appropriate biographical information and background
materials regarding the candidate; and (3) a statement
as to whether the shareholder or group of shareholders
making the recommendation has beneficially owned more
than 5% of our common stock for at least a year as of
the date such recommendation is made. Such information
should be submitted to the Nominating and Corporate
Governance Committee, c/o Corporate Secretary, Staples,
Inc., 500 Staples Drive, Framingham, Massachusetts
01702. Assuming that appropriate biographical and
background material has been provided on a timely basis,
the Nominating and Corporate Governance Committee will
evaluate shareholder recommended candidates by following
substantially the same process, and applying substantially
the same criteria, as it follows for candidates submitted
by others.
Shareholder-Nominated Director Candidates
In December 2015, our Board amended our by-laws to
include a proxy access provision, after engaging with our
shareholders to understand their views on the desirability of
proxy access and the appropriate proxy access structure for
Staples. The proxy access by-law allows a shareholder, or a
group of up to 25 shareholders, owning 3% or more of our
outstanding common stock continuously for at least three
years to nominate and include in our proxy materials director
nominees constituting up to two individuals or 20% of the
Board (whichever is greater), provided that the shareholder(s)
and the nominee(s) satisfy the requirements specified in Article
I, Section 7.4 of our by-laws. Notice of any such nomination
must be received by the Corporate Secretary of Staples at
500 Staples Drive, Framingham, Massachusetts 01702, not
later than the close of business on the ninetieth (90th) day, nor
earlier than the close of business on the one hundred twentieth
(120th) day, prior to the first anniversary of the preceding
year’s annual meeting. For the 2017 Annual Meeting, notice
of proxy access nominations must be received no earlier than
February 13, 2017 and no later than March 15, 2017. However,
if the date of our 2017 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 2017 Annual Meeting and not later than the
later of (i) the 90th day prior to the 2017 Annual Meeting and (ii)
the tenth day following the day on which public announcement
of the date of the 2017 Annual Meeting is made or notice for
the 2017 Annual Meeting was mailed, whichever occurs first.
In addition, shareholders have the right under our by-laws to
directly nominate director candidates, without any action or
recommendation on the part of the Nominating and Corporate
Governance Committee or our Board and without such
candidates being included in the Company’s proxy materials,
by following the relevant procedures summarized in this proxy
statement under the caption “Shareholder Proposals.”
COMMUNICATING WITH OUR BOARD
Our Board will give appropriate attention to written
communications that are submitted by shareholders, and will
respond if and as appropriate. Absent unusual circumstances
or as contemplated by the committee charters, the Chairperson
of the Board (if an independent director), or the Independent
Lead Director (if one is appointed), or otherwise the Chairperson
of the Nominating and Corporate Governance Committee,
with the advice and assistance of our General Counsel, is
primarily responsible for monitoring communications from
shareholders and other interested parties and for providing
copies or summaries of such communications to the other
directors as he or she considers appropriate.
Under procedures approved by our independent directors
and subject to the advice and assistance from our General
Counsel, communications are forwarded to the Chairperson of
the Board (if an independent director), the Independent Lead
Director (if one is appointed), or otherwise the Chairperson
of the Nominating and Corporate Governance Committee,
who monitors communications from shareholders and
other interested parties. Copies or summaries of such
communications are provided to all directors, if such person
considers it important and appropriate for all directors to know.
In general, communications relating to corporate governance
and corporate strategy are more likely to be forwarded than
communications relating to ordinary business affairs, personal
grievances and matters as to which we tend to receive repetitive
or duplicative communications. In addition, as provided by our
Guidelines, if a meeting is held between a major shareholder
(including institutional investors) and a representative of the
independent directors, the Independent Lead Director will
serve, subject to availability, as such representative of the
independent directors.
Shareholders who wish to send communications on any topic
to our Board should address such communications to The
Board of Directors, c/o Corporate Secretary, Staples, Inc.,
500 Staples Drive, Framingham, Massachusetts 01702.