8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 1, 2015

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)

Registrant's telephone number, including area code: 508-253-5000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On June 1, 2015, the stockholders of Staples, Inc. (the “Company”) approved an Amendment to the 2012 Employee Stock Purchase Plan (the "2012 ESPP").

The Amendment to the 2012 ESPP authorizes a 12,000,000 increase in the number of shares of common stock available for issuance from 15,000,000 to 27,000,000 shares.

The material terms of the 2012 ESPP are summarized on pages 29-33 of the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on April 13, 2015 (the “Proxy Statement”), which description is incorporated by reference. 

The description of the 2012 ESPP, as amended, is qualified in its entirety by reference to the actual terms of the 2012 ESPP, which is attached to this report as Exhibit 10.1.

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

The Company held its annual meeting of stockholders on June 1, 2015. 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	Withhold	Broker Non Vote
Basil L. Anderson	518,150,625	8,573,823	46,906,950
Drew G. Faust	520,944,562	5,779,886	46,906,950
Paul-Henri Ferrand	522,215,326	4,509,122	46,906,950
Kunal S. Kamlani	505,435,454	21,288,994	46,906,950
Carol Meyrowitz	512,632,398	14,092,050	46,906,950
Rowland T. Moriarty	508,073,760	18,650,688	46,906,950
Ronald L. Sargent	506,811,106	19,913,342	46,906,950
Robert E. Sulentic	521,784,703	4,939,745	46,906,950
Raul Vazquez	512,681,684	14,042,764	46,906,950
Vijay Vishwanath	519,141,209	7,583,239	46,906,950
Paul F. Walsh	494,833,931	31,890,517	46,906,950

2. Approval of the Staples, Inc. Amendment to the 2012 Employee Stock Purchase Plan.

For	Against	Abstain	Broker Non Vote
523,053,668	2,835,364	835,416	46,906,950

3.    Approval, on an advisory basis, of named executive officer compensation.

For	Against	Abstain	Broker Non Vote
304,767,273	219,760,107	2,197,068	46,906,950

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
568,519,109	4,506,358	605,931	n/a

5.           Non-binding stockholder proposal requiring Company to have Senior Executive Severance Agreements.

For	Against	Abstain	Broker Non Vote
362,724,305	161,229,905	2,770,238	46,906,950

6.    Non-binding stockholder proposal requiring Company to have an Independent Board Chairman.

For	Against	Abstain	Broker Non Vote
48,298,881	474,309,129	4,116,438	46,906,950

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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	June 1, 2015	Staples, Inc.
		By:	/s/ Michael T. Williams
			Michael T. Williams
			Executive Vice President,
			General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
10.1	Amendment to 2012 Employee Stock Purchase Plan

EX-10.1

Exhibit 10.1

Amendment to 2012 Employee Stock Purchase Plan

WHEREAS, Staples, Inc. (“Staples”) heretofore adopted the 2012 Employee Stock Purchase Plan (the “Plan”); and

WHEREAS, shareholders of Staples approved an amendment (the “Amendment”) to the Plan on June 1, 2015 to authorize a 12,000,000 share increase in the number of shares of common stock available for issuance under the Plan; and

NOW, THEREFORE, the Plan is hereby amended, effective June 1, 2015, as follows:

Section 13(a) is hereby deleted and replaced in its entirety with a new Section 13(a) as set forth below:

(a)Basic Limitation. Subject to adjustment upon changes in capitalization of the Company as provided in Section 20 hereof, a maximum 27,000,000 shares of Common Stock will be made available for sale under the Plan. All or any portion of such maximum number of shares may be issued under the Section 423 Component.

Except as hereinabove amended, the provisions of the Plan shall continue in full force and effect.

IN WITNESS WHEREOF, Staples, by its duly authorized officer, has caused this Amendment to be executed on the 1st day of June, 2015.

STAPLES, INC.
By:	/s/ Regis Mulot
	Regis Mulot
	Executive Vice President, HR

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