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SPLS > SEC Filings for SPLS > Form 8-K on 8-Jun-2012All Recent SEC Filings

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Form 8-K for STAPLES INC


8-Jun-2012

Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws;


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

e) On June 4, 2012, the stockholders of Staples, Inc. (the "Company") approved: (1) the Staples, Inc. Amended and Restated Long Term Cash Incentive Plan (the "Long Term Cash Plan"); (2) the Staples, Inc. Amended and Restated Executive Officer Incentive Plan (the "Annual Cash Plan"); and (3) the Staples, Inc. 2012 Employee Stock Purchase Plan (the "ESPP").

1. Long Term Cash Plan. The Long Term Cash Plan amends the Staples, Inc. 2010 Long Term Cash Incentive Plan to (a) add operating income as a permissible performance goal, (b) allow performance cycles based on a specified number of years under which performance goals may be established for the performance cycle in its entirety or separately for each year of the performance cycle, and (c) extend the term of the Long Term Cash Plan through fiscal year 2016. The material terms of the Long Term Cash Plan are summarized on pages 55-58 of the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on April 23, 2012 (the "Proxy Statement"), which description is incorporated by reference.

2. Annual Cash Plan. The Annual Cash plan amends the Company's existing Executive Officer Incentive Plan to (a) add adjusted operating profit, free cash flow, total stockholder return, net income and operating income as permissible performance goals, and (b) extend the term of the Annual Cash Plan through fiscal year 2016. The material terms of the Annual Cash Plan are summarized on pages 55-56 and 60-61 of the Proxy Statement and in the Company's supplemental proxy materials on Schedule 14A filed with the SEC on May 10, 2012, which descriptions are incorporated by reference.

3. ESPP. The ESPP consolidates and replaces the Company's Amended and Restated 1998 Employee Stock Purchase Plan and Amended and Restated International Employee Stock Purchase Plan, and authorizes a total of up to 15,000,000 shares of common stock to be sold to participating employees. The ESPP provides increased flexibility in granting stock purchase rights to U.S. and non-U.S. employees. Participating employees may purchase shares of common stock at 85% of its fair market value at the beginning or end of an offering period, whichever is lower, through payroll deductions in an amount not to exceed 10% of an employee's annual base compensation. The material terms of the ESPP are summarized on pages 63-65 of the Proxy Statement, which description is incorporated by reference.

The descriptions of the Long Term Cash Plan, Annual Cash Plan and ESPP are qualified in their entirety by reference to the actual terms of the plans, which are attached to this report as Exhibit 10.1, Exhibit 10.2, and 10.3, respectively.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

1. Approval of Amendment to Restated Certificate of Incorporation. On June 4, 2012, the stockholders of the Company approved an amendment to the Restated Certificate of Incorporation to allow stockholder action by majority written consent (the "Amendment"). The Amendment is attached to this report as Exhibit 3.1 and is incorporated herein by reference.

2. Amendment to By-Laws. On June 4, 2012, the Board of Directors of the Company approved amendments to the By-Laws to allow stockholder action by majority written consent and update certain provisions to align with current Delaware law or practice. The amended and restated By-Laws are attached to this report as Exhibit 3.2 and are incorporated herein by reference.




Item 5.07 Submission of Matters to a Vote of Security Holders.

Staples, Inc. held its annual meeting of stockholders on June 4, 2012. Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders. More information about the proposals set forth below can be found in the Proxy Statement.

1. Staples' stockholders elected the following directors to its Board of Directors:

DIRECTOR                      FOR         AGAINST        ABSTAIN

Basil L. Anderson     514,265,537      11,275,460        332,151

Arthur M. Blank       514,720,011      10,810,766        342,371

Drew G. Faust         515,424,959      10,113,094        335,095

Justin King           517,927,056       7,611,491        334,601

Carol Meyrowitz       509,949,888      15,600,306        322,954

Rowland T. Moriarty   506,828,735      16,295,054      2,749,359

Robert C. Nakasone    506,065,041      17,070,558      2,737,549

Ronald L. Sargent     508,811,461      16,347,774        713,913

Elizabeth A. Smith    516,500,322       9,048,988        323,838

Robert E. Sulentic    513,889,982      11,641,670        341,496

Vijay Vishwanath      515,546,121       9,969,810        357,217

Paul F. Walsh         483,394,128      39,745,783      2,733,237

There were 55,515,491 broker non-votes for each director.

2. Staples' stockholders voted to approve the Amendment to our Restated Certificate of Incorporation to allow stockholder action by majority written consent by a vote of 495,212,139 shares of common stock for and 30,142,994 shares of common stock against. There were 518,015 shares of common stock abstaining and 55,515,491 broker non-votes on this matter.

3. Staples' stockholders voted, on an advisory basis, to approve the executive compensation of Staples' named executive officers as disclosed pursuant to the SEC's compensation disclosure rules by a vote of 319,401,435 shares of common stock for and 204,425,011 shares of common stock against. There were 2,046,702 shares of common stock abstaining and 55,515,491 broker non-votes on this matter.

4. Staples' stockholders voted to approve the Long Term Cash Plan by a vote of 512,293,755 shares of common stock for and 12,693,724 shares of common stock against. There were 885,669 shares of common stock abstaining and 55,515,491 broker non-votes on this matter.

5. Staples' stockholders voted to approve the Annual Cash Plan by a vote of 491,792,266 shares of common stock for and 33,071,736 shares of common stock against. There were 1,009,146 shares of common stock abstaining and 55,515,491 broker non-votes on this matter.

6. Staples' stockholders voted to approve the ESPP by a vote of 496,519,739 shares of common stock for and 26,790,564


shares of common stock against. There were 2,562,845 shares of common stock abstaining and 55,515,491 broker non-votes on this matter.

7. 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 568,014,140 shares of common stock for and 12,951,813 shares of common stock against. There were 422,686 shares of common stock abstaining.

8. The non-binding holder proposal regarding a requirement for senior executives to hold 75% net after-tax shares acquired through compensation plans and prohibition on hedging of held shares was rejected by a vote of 126,889,514 shares of common stock for and 397,330,917 shares of common stock against. There were 1,652,717 shares of common stock abstaining and 55,515,491 broker non-votes on this matter.



Item 9.01 Financial Statements and Exhibits.

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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