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| SPLS > SEC Filings for SPLS > Form 8-K on 10-Jun-2009 | All Recent SEC Filings |
10-Jun-2009
Change in Directors or Principal Officers, Other Events, Financial Statements and Exh
Amended and Restated 1998 Employee Stock Purchase Plan. On June 9, 2009, the stockholders of Staples, Inc. (the "Company") approved an amendment to Staples' Amended and Restated 1998 Employee Stock Purchase Plan (the "ESPP") to increase the total number of shares of common stock authorized for issuance under the ESPP by 7,000,000 shares, from 15,750,000 shares to 22,750,000 shares.
Amended and Restated International Employee Stock Purchase Plan. On June 9, 2009, the stockholders of the Company also approved an amendment to Staples' Amended and Restated International Employee Stock Purchase Plan (the "IESPP") to increase the total number of shares of common stock authorized for issuance under the IESPP by 1,500,000 shares, from 1,275,000 shares to 2,775,000 shares.
The ESPP and the IESPP are attached to this report as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Performance Share Award Agreement. On June 8, 2009, the Company adopted a revised form of performance share award agreement for executives under the Company's Amended and Restated 2004 Stock Incentive Plan. The revised form provides for the award of shares following the satisfaction of certain performance objectives based on earnings per share for the fiscal year 2009 performance period. A specified percentage of shares will be awarded based on the level of performance achieved; provided, however, a threshold performance level must be achieved for any shares to be awarded. Shares awarded pursuant to the agreement will vest over three years from the award date. The form of performance share award agreement is attached to this report as Exhibit 10.3 and is incorporated herein by reference.
On June 9, 2009, Staples held its Annual Meeting of Stockholders at which the Company's stockholders took the following actions:
º 1.
º Staples' stockholders elected the following directors to its board:
DIRECTOR FOR AGAINST ABSTAIN
Basil L. Anderson 516,327,707 122,032,467 1,754,806
Arthur M. Blank 519,931,539 118,560,725 1,622,714
Mary Elizabeth Burton 518,727,044 119,767,914 1,620,021
Justin King 520,297,224 118,065,045 1,752,710
Carol Meyrowitz 520,037,851 118,611,694 1,465,434
Rowland T. Moriarty 506,676,737 131,799,836 1,638,406
Robert C. Nakasone 500,611,005 137,854,841 1,649,132
Ronald L. Sargent 506,290,960 132,197,175 1,626,844
Elizabeth A. Smith 628,585,936 10,885,797 643,246
Robert E. Sulentic 521,912,728 116,462,746 1,739,505
Vijay Vishwanath 511,351,582 127,038,805 1,724,592
Paul F. Walsh 519,068,280 119,168,048 1,878,650
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º 3.
º Staples' stockholders voted to approve an amendment to Staples'
Amended and Restated International Employee Stock Purchase Plan
increasing the total number of shares of common stock authorized for
issuance under the plan by 1,500,000 shares, from 1,275,000 shares to
2,775,000 shares by a vote of 583,626,398 shares of common stock for,
5,989,211 shares of common stock against and 456,173 shares of common
stock abstaining. There were 50,070,792 broker non-votes on this
matter.
º 4.
º Staples' stockholders voted to ratify the selection by the Audit
Committee of the Board of Directors of Ernst & Young LLP as Staples'
independent registered public accounting firm for the current fiscal
year by a vote of 634,214,730 shares of common stock for, 5,382,592
shares of common stock against and 545,252 shares of common stock
abstaining.
º 5.
º The shareholder proposal regarding reincorporation of Staples, Inc. in
North Dakota was rejected by a vote of 109,200,559 shares of common
stock for, 479,273,174 shares of common stock against and 1,598,924
shares of common stock abstaining. There were 50,069,917 broker
non-votes on this matter.
The exhibits listed on the Exhibit Index immediately preceding such exhibits are filed as part of this Current Report on Form 8-K.
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