Staples 2015 Annual Report Download - page 62

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EXECUTIVE COMPENSATION AND COMPENSATION DISCUSSION AND ANALYSIS
58 STAPLES Notice of Annual Meeting of Stockholders
EQUITY COMPENSATION PLAN INFORMATION AT 2015
FISCAL YEAR END
Plan Category
Number of Securities to
be Issued upon Exercise
of Outstanding Options,
Warrants and Rights
(a) (1)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b) (2)
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (excluding
securities reflected in
column (a))
(c) (3)
Equity compensation plans approved
by security holders 33,731,970 $21.61 36,511,512
Equity compensation plans not approved
by security holders 0 0 0
Total 33,731,970 $21.61 36,511,512
(1) Includes the maximum number of shares issuable under performance share awards (including the potential 25% increase as
a result of relative TSR performance), as described in the “CD&A” section of this proxy statement, and restricted stock units,
in each case outstanding as of fiscal year end.
(2) Weighted-average exercise price calculation excludes outstanding performance share awards and restricted stock units,
which do not have an exercise price.
(3) Includes 24,434,521 shares available for issuance under our 2014 Stock Incentive Plan as well as 12,076,991 shares available
for issuance under our 2012 ESPP. Does not include shares that may become available for issuance, as provided in the
2014 Stock Incentive Plan, through the expiration, termination, surrendering, cancellation, forfeiture or settlement of awards
granted under our 2014 Stock Incentive Plan or our Amended and Restated 2004 Stock Incentive Plan.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
During our 2015 fiscal year, Ms. Meyrowitz, Mr. Vazquez,
Mr. Kamlani and Mr. Walsh served on the Compensation
Committee and were independent directors during such
service. None of our executive officers has served as a
director or member of the compensation committee (or
other committee serving an equivalent function) of any other
entity whose executive officers served on our Compensation
Committee or our Board of Directors.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Based solely on our review of copies of reports filed during
fiscal year 2015 by the directors, executive officers and
beneficial owners of more than 10% of our common stock
required to file such reports pursuant to Section 16(a) of the
Securities Exchange Act of 1934, and a review of written
certifications provided by them to the Company, we believe
that all of our directors and executive officers complied with
the reporting requirements of Section 16(a) of the Securities
Exchange Act of 1934, except that Michael Williams failed to
timely file a Form 4 for one transaction involving the automatic
reinvestment of dividends in January 2014.