STAPLES, INC. |
(Exact name of registrant as specified in charter) |
Delaware | 0-17586 | 04-2896127 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Five Hundred Staples Drive, Framingham, MA | 01702 |
(Address of principal executive offices) | (Zip Code) |
(Former name or former address, if changed since last report) |
• | 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. |
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 |
For | Against | Abstain | Broker Non Vote | |||
458,488,997 | 26,675,904 | 1,253,267 | 59,905,608 |
For | Against | Abstain | Broker Non Vote | |||
224,845,331 | 260,149,069 | 1,423,768 | 59,905,608 |
For | Against | Abstain | Broker Non Vote | |||
541,242,288 | 4,257,125 | 824,363 | — |
For | Against | Abstain | Broker Non Vote | |||
245,898,658 | 239,521,573 | 997,937 | 59,905,608 |
For | Against | Abstain | Broker Non Vote | |||
111,633,776 | 285,244,351 | 89,540,041 | 59,905,608 |
Date: | June 2, 2014 | Staples, Inc. | |
By: | /s/ Michael T. Williams | ||
Michael T. Williams | |||
Senior Vice President, | |||
General Counsel and Secretary |
Exhibit No. | Description |
10.1 | Staples, Inc. 2014 Stock Incentive Plan |