2017 Annual Shareholder Meeting

 

Date

June 12, 2017

 

Location

Teaneck Marriott at Glenpointe

100 Frank W. Burr Boulevard,

Teaneck, New Jersey

 

Time

4:00 p.m.,
Local Time

Download calendar    Click for map

© 2017 Staples Inc.

2017 Annual Shareholder Meeting

 

Date

June 12, 2017

 

Time

4:00 p.m.,
Local Time

Location

Teaneck Marriott at Glenpointe
100 Frank W. Burr Boulevard, Teaneck, New Jersey

Download calendar    Click for map

PROXY STATEMENT SUMMARY

This summary highlights certain information that is covered elsewhere in the Proxy Statement. You are encouraged to read our complete Proxy Statement before voting.

Director Nominee Highlights

Name, Primary Occupation Age Independent Director since Other Public Company Boards
Drew Faust
President, Harvard University
69 YES 2012
Curtis Feeny
Managing Director, Voyager Capital
59 YES 2016
1
Paul-Henri Ferrand
Vice President, Google, Inc.
53 YES 2015
Shira Goodman
CEO, Staples, Inc.
56 NO 2016
1
Deborah Henretta
Senior Advisor, SSA & Company and General Assembly
55 YES 2016 3
Kunal Kamlani
President, ESL Investments, Inc.
44 YES 2015
1
John Lundgren
Former Chairman and CEO, Stanley Black & Decker, Inc.
65 YES 2016 1
Robert Sulentic
President and CEO, CBRE Group, Inc.
60 YES 2007 1
Vijay Vishwanath
Partner, Bain & Company
57 YES 2007
Paul Walsh
Senior Managing Director, Calera Capital
67 YES 1990

Developing an Effective Board

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.

Relevant Skills

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.

Experience

Our Board nominees have broad leadership experience serving in senior roles in corporations, academia and on public and private boards.

Personal Qualities

Our Board nominees exhibit high integrity, self-awareness, respect, independence of mind, and have the capacity to function effectively in challenging situations.

Diversity

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.

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 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.

Timeline of Selected Corporate Governance Events
 
2017 >

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
2015 >

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
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 with 25% threshold
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 of all directors

Additional corporate governance features are highlighted beginning on page 8 of this proxy statement.

Corporate Responsibility Highlights

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.

Community
  • Enabling associates globally to direct funds to organizations they care about through the 2 Million & Change grant program
  • Helping communities impacted by disasters, including support through Staples Emergency Education Fund with Save the Children
  • Supporting associate participation in community volunteer activities
  • Inspiring customers to donate through cause marketing and disaster relief campaigns
Diversity & Inclusion
  • Focusing on building an inclusive and diverse, highperforming workforce that reflects all segments of our society
  • Emphasizing a culture that empowers associates and encourages collaboration, flexibility and fairness
  • Leveraging Associate Resource Groups to promote our Employer of Choice strategy, create awareness and increase business value
  • Increasing the number of diverse companies we work with and expanding our product portfolio from diverse businesses
Environment
  • Aligning our efforts with global sustainability strategy and 20/20 performance goals to benefit the environment, our customers and our business
  • Offering customers eco-responsible products and providing free recycling and other environmental services
  • Improving operational environmental footprint by increasing energy efficiency and renewable energy use, and eliminating waste
Ethics
  • Supporting our culture of high integrity by continually promoting our Code of Conduct and Ethics and Compliance Program
  • Training associates to ensure familiarity with relevant laws and company policies
  • Auditing suppliers of own brand products for adherence to our Supplier Code of Conduct to support ethical sourcing practices

EXECUTIVE COMPENSATION

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.

For more information about our strategy and 2016 highlights, see “Business Overview” in the “CD&A” section of this proxy statement.

We are committed to an executive compensation program that is consistent with current best practices:

Things We Do Things We Don’t Do
  • Strong alignment of pay and performance
  • 89% of CEO compensation is “at risk”
  • Both short- and long-term programs include performance goals
  • Rigorous, objective financial metrics on annual and performance-based long-term awards that are closely tied to business strategy
  • Cumulative three-year goals in the long-term incentive program
  • 3-year relative TSR modifier in performance-based long–term awards
  • Strong stock ownership guidelines (5x salary for CEO, up to 4x for other NEOs)
  • Double trigger change in control provisions in severance agreements
  • Policy requiring shareholder approval for executive severance in excess of certain limits
  • Clawback policy
  • Anti-hedging policy
  • No employment agreements
  • No excise tax gross-ups in executive severance agreements
  • No pension plan
  • No private plane
  • Minimal executive perquisites