This website provides easy-to-access information about our 2017 Annual Meeting, including how you can vote. We encourage you to review this website, but we urge you also to read the Proxy Statement for the Annual Meeting before you vote. The Proxy Statement contains important information, including information required by the Securities and Exchange Commission, that does not appear on this website and could influence how you vote.
This summary highlights certain information that is covered elsewhere in the Proxy Statement. You are encouraged to read our complete Proxy Statement before voting.
|Name, Primary Occupation||Age||Independent||Director since||Other Public Company Boards|
President, Harvard University
Managing Director, Voyager Capital
Vice President, Google, Inc.
CEO, Staples, Inc.
Senior Advisor, SSA & Company and General Assembly
President, ESL Investments, Inc.
Former Chairman and CEO, Stanley Black & Decker, Inc.
President and CEO, CBRE Group, Inc.
Partner, Bain & Company
Senior Managing Director, Calera Capital
The Staples Board of Directors (the “Board”) has strong governance practices and is dedicated to continuous improvement. We seek to achieve an effective balance of relevant skills, experience, qualifications and personal qualities in Board composition, and have significantly refreshed our Board in the past two years. Our priority is to bring areas of expertise together in the Staples boardroom for the benefit of Staples and the creation of sustainable long-term shareholder value. We seek to ensure that the Board and its committees are high-functioning, including through annual rigorous Board and committee evaluations.
Our Board nominees bring together extensive experience in e-commerce/marketing, M&A / integrations, retail, international operations, strategy and other areas. See page 18 for an overview of the Board’s experience as a whole, and individual director biographies beginning on page 19, to learn more about our nominees’ respective skills and qualifications.
Our Board nominees have broad leadership experience serving in senior roles in corporations, academia and on public and private boards.
Our Board nominees exhibit high integrity, self-awareness, respect, independence of mind, and have the capacity to function effectively in challenging situations.
Our Board nominees bring diversity in its broadest sense – not merely diversity of background and skills, but also diversity of age, gender, and ethnicity to offer and understand multiple perspectives.
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.
For many years, Staples has conducted a formal shareholder outreach program to listen to investor perspectives on corporate governance, our executive compensation program, sustainability and other matters. Twice yearly, we formally solicit feedback from institutional investors including asset managers, public and labor union pension funds, and social responsibility investors. In 2016, we engaged in constructive dialogues over the course of the year with shareholders representing approximately 40% of our shares outstanding, and with proxy advisory firms, with direct involvement from two of our directors.
Threshold to call special shareholder meeting reduced from 25% to 15% of outstanding shares
Elected an independent Chairman of the Board, in line with our Independent Chair Policy
|2016 >||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|
Implemented proxy access at 3%/3 years, through a by-law amendment to allow shareholder director nominations
Adopted a formal severance policy to limit executive severance to 2.99 times base salary plus target annual cash incentive award. The policy does not include equity awards
Adopted Independent Chair Policy to require that we have an independent Chair of the Board, whenever possible
|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|
Shareholder right to act by written consent implemented
Enhanced transparency on political contributions and government activities
|2009 >||Shareholder right to call special meetings implemented with 25% threshold|
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 of all directors|
Additional corporate governance features are highlighted beginning on page 8 of this proxy statement.
Staples recognizes the close connection between our success and our ability to make a positive impact on society, our associates and the planet. Giving back to communities, embracing a culture of diversity and inclusion, sustaining the environment, and practicing sound ethics aren’t just the right thing to do. These efforts help make us an employer and neighbor of choice, differentiate our brand, and support profitable and responsible growth. For more information, visit www.staples.com/responsibility.
In May 2016, we launched our Staples 20/20 strategic plan with four key priorities to transform Staples and get our company back to sustainable sales and earnings growth. The Compensation Committee of the Board sets rigorous financial metrics tied directly to the success of our strategy and the creation of long-term shareholder value.
We are committed to an executive compensation program that is consistent with current best practices: