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www.staplesannualmeeting.com STAPLES 61
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(ITEM 4 ON THE PROXY CARD)
Based on the reviews and discussions referred to above,
the Audit Committee recommended to Staples’ Board of
Directors, and the Board approved, that Staples’ audited
consolidated financial statements and related schedules be
included in Staples’ Annual Report on Form 10-K for the
year ended January 30, 2016 for filing with the Securities and
Exchange Commission.
Audit Committee:
Basil L. Anderson, Chair
Paul-Henri Ferrand
Robert Sulentic
Raul Vazquez
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM’S FEES
Audit Fees
Ernst & Young LLP billed us an aggregate of approximately
$9.3 million and $8.7 million in fiscal years 2015 and 2014,
respectively, for professional services rendered in connection
with our annual audit, the audit of our internal control over
financial reporting, the review of our interim financial statements
included in our Form 10-Q, statutory filings, registration
statements, accounting consultation and compliance with
regulatory requirements.
Audit-Related Fees
Ernst & Young LLP billed us an aggregate of approximately $232,000 and $316,000 in fiscal years 2015 and 2014, respectively, for
services primarily related to employee benefit plan audits, due diligence and other reports required to satisfy regulatory requirements.
Tax Fees
Ernst & Young LLP billed us an aggregate of approximately $1.4 million and $2.0 million in fiscal years 2015 and 2014, respectively,
for services related to tax compliance, tax planning and tax advice. For fiscal years 2015 and 2014, approximately $155,000 and
$300,000, respectively, of these fees was related to tax compliance.
All Other Fees
We did not receive any other services from Ernst & Young LLP; therefore, they did not bill us in fiscal years 2015 and 2014 for
other services.
Pre-Approval Policy and Procedures
The Audit Committee has adopted policies and procedures
relating to the approval of all audit and non-audit services
that are to be performed by our independent registered
public accounting firm. These policies provide that we will not
engage our independent registered public accounting firm
to render audit or non-audit services (other than de minimus
non-audit services as defined by the Sarbanes-Oxley Act)
unless the service is specifically approved in advance by the
Audit Committee. All services provided to us by Ernst & Young
LLP in each of fiscal years 2015 and 2014 were approved in
accordance with these policies.