Staples 2015 Annual Report Download - page 8

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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. Twice yearly, we solicit
feedback from institutional investors including asset managers,
public and labor union pension funds, and social responsibility
investors. In 2015, we engaged in constructive dialogues over
the course of the year with shareholders representing nearly
half of our shares outstanding, with direct involvement from
two of our directors in several of these meetings.
Timeline of Selected Corporate Governance Events
2016
March >Executive Compensation – In response to shareholder feedback, changed the award structure for our performance
share awards to three-year cumulative goals instead of annual performance goals over a three-year period. In
connection with this change, adjusted the long-term incentive pay mix to be 2/3 performance share awards, and
1/3 restricted stock unit awards that vest over three years, to bring us in line with market practice and facilitate
recruitment and retention.
2015 > Implemented proxy access at 3%/3 years, through a by-law amendment to allow shareholder director nominations
that is effective for the 2016 Annual Meeting of Shareholders
Adopted a formal severance policy to limit executive severance to 2.99 times base salary plus target annual cash
incentive award, and amended the existing employment agreement of Ronald L. Sargent, our current Chairman and
CEO, to comply with the policy (which does not include equity awards)
Adopted Independent Chair Policy to require that we have an independent Chair of the Board, whenever possible.
The policy is prospective, and applies when Mr. Sargent retires or no longer serves as Chairman of the Board
2013 > Restructured our executive compensation program to increase performance-based elements in response to
shareholder feedback on compensation and to strengthen alignment with reinvention strategy
2012 > Shareholder right to act by written consent implemented
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
Additional corporate governance features are highlighted beginning on page 8 of this proxy statement.