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SPLS > SEC Filings for SPLS > Form 8-K on 2-Jun-2014All Recent SEC Filings

Show all filings for STAPLES INC

Form 8-K for STAPLES INC


2-Jun-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of Securit


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

e) On June 2, 2014, the stockholders of Staples, Inc. (the "Company") approved the Staples, Inc. 2014 Stock Incentive Plan (the "2014 Plan").

The 2014 Plan is intended to replace our Amended and Restated 2004 Stock Incentive Plan (the "2004 Plan"). The 2014 Plan contains the following material terms that are designed to provide the Company with sufficient shares of Common Stock to properly incent and retain its employees, advisors and directors, but also to align the plan with best practices. In particular, the 2014 Plan:

Provides for 15,000,000 shares of our Common Stock authorized for issuance under the plan, plus shares rolled-over from the 2004 Plan;

Allows shares used to satisfy statutory minimum tax withholding obligations on awards other than stock options and stock appreciation rights (SARs) to be returned to the 2014 Plan for the grant of future awards;

Provides that shares we repurchase on the open market using proceeds from the exercise of awards will not increase the number of shares available for issuance under the 2014 Plan;

Requires that discretionary awards to our non-employee directors be granted and administered by a Committee of the Board of Directors, all of the members of which are independent as defined under the NASDAQ Rules;

Limits the number of shares of Common Stock with respect to which awards may be granted to each non-employee director to 150,000 per fiscal year and to all non-employee directors to no more than 2,000,000 in the aggregate over the life of the 2014 Plan;

Broadly prohibits the repricing of options and SARs without stockholder approval;

Requires that no dividends or dividend equivalents will be paid with respect to restricted stock, restricted stock units, other stock-based awards and performance awards unless and until the underlying award vests; and

For purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (i) provides that no more than 3,450,000 shares of Common Stock may be made subject to awards granted per participant under the 2014 Plan per fiscal year; and (ii) establishes performance criteria upon which performance goals may be based with respect to performance awards granted under the 2014 Plan.

The granting of awards under the 2014 Plan is discretionary, and we cannot now determine the number or type of awards to be granted in the future to any particular person or group.

The material terms of the 2014 Plan are summarized on pages 23-30 of the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on April 11, 2014 (the "Proxy Statement"), which description is incorporated by reference.

The description of the 2014 Stock Incentive Plan is qualified in its entirety by reference to the actual terms of the plan, which is attached to this report as Exhibit 10.1.




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

Staples, Inc. held its annual meeting of stockholders on June 2, 2014. 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. Election of Directors:

Director                  For        Against      Abstain    Broker Non Vote
Basil L. Anderson     479,502,720   5,876,652    1,038,796     59,905,608

Drew G. Faust         483,078,241   2,663,156     676,771      59,905,608

Justin King           483,413,848   1,971,499    1,032,821     59,905,608

Carol Meyrowitz       460,204,430   25,556,974    656,764      59,905,608

Rowland T. Moriarty   459,100,020   26,274,869   1,043,279     59,905,608

Robert C. Nakasone    479,865,837   5,515,869    1,036,462     59,905,608

Ronald L. Sargent     450,992,786   31,626,040   3,799,342     59,905,608

Robert E. Sulentic    483,393,780   1,988,339    1,036,049     59,905,608

Raul Vazquez          460,369,919   25,384,559    663,690      59,905,608

Vijay Vishwanath      467,344,748   18,407,459    665,961      59,905,608

Paul F. Walsh         437,130,929   48,250,026   1,037,213     59,905,608

2. Approval of the Staples, Inc. 2014 Stock Incentive Plan.
For Against Abstain Broker Non Vote 458,488,997 26,675,904 1,253,267 59,905,608

3. Approval, on an advisory basis, of named executive officer compensation.
For Against Abstain Broker Non Vote 224,845,331 260,149,069 1,423,768 59,905,608

4. Ratification of 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.
For Against Abstain Broker Non Vote 541,242,288 4,257,125 824,363 -


5. Non-binding stockholder proposal requiring Company to have an Independent Board Chairman.
For Against Abstain Broker Non Vote 245,898,658 239,521,573 997,937 59,905,608

6. Non-binding stockholder proposal requiring Company to produce a human rights report.
For Against Abstain Broker Non Vote 111,633,776 285,244,351 89,540,041 59,905,608



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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