8-K 1 spls8-kannualmeeting2016.htm SPLS8-KPOSTANNUALMTG2016 Document
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 13, 2016
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.
 
Staples, Inc. (the "Company") previously announced on May 31, 2016 that Shira Goodman was appointed as interim Chief Executive Officer ("CEO"), effective as of June 14, 2016. In connection with her new interim role and responsibilities, on June 13, 2016, the Company entered into a letter agreement with Ms. Goodman providing her with enhanced severance compensation (the "First Letter Agreement"), and on June 15, 2016, the Company delivered a letter to Ms. Goodman providing her with additional salary and bonus compensation (the "Second Letter Agreement"). Ms. Goodman also agreed to extend her non-compete agreement with the Company from one year to two years, to match the change in her severance compensation.

The First Letter Agreement enhances the severance compensation set forth in Ms. Goodman's existing Severance Benefits Agreement with the Company dated as of February 16, 2006 and amended as of December 23, 2008 (the "Benefits Agreement") to provide for (i) an increase in severance from 12 months to 24 months, (ii) elimination of a severance offset for post-employment earnings and (iii) a one-time lump sum cash payment of $40,000, subject to annual increases as detailed in the First Letter Agreement. The First Letter Agreement further provides that cash payments to be made under the Benefits Agreement, as enhanced by the First Letter Agreement, will be reduced if necessary so that the sum of all such cash payments does not exceed 2.99 times the sum of Ms. Goodman's base salary plus target annual cash incentive award for the year of termination. In addition, the First Letter Agreement provides for a notice period of 30 days in connection with any termination of employment without "Cause" (as defined in the Benefits Agreement) and that "Good Reason" (as defined and used in the Benefits Agreement) would include the appointment of a different individual as the CEO of the Company, but only with respect to a resignation that occurs and becomes effective in the period between 90 and 120 days after the date Ms. Goodman ceases to be interim CEO.

The Second Letter Agreement provides that for the period Ms. Goodman serves as interim CEO, (i) her current base salary of $700,000 annually will be supplemented by a monthly stipend of $30,500, and (ii) her current annual cash incentive opportunity at target of 85% of base salary will be increased to a cash incentive opportunity at target of 150% of the sum of her base salary and such stipend.

The foregoing description is qualified by reference to the full text of the First Letter Agreement and the Second Letter Agreement, which are filed as Exhibits 10.1 and 10.2 attached hereto, respectively, and are incorporated by reference in their entirety into this Item 5.02.

Item 5.07  Submission of Matters to a Vote of Security Holders.
 
The Company held its annual meeting of shareholders on June 14, 2016. Set forth below are the final voting results for each of the matters submitted to a vote of the shareholders. More information about the proposals set forth below can be found in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2016.
 
 
1.
Election of Directors:
Director
 
For
 
Against
 
Abstain
 
Broker Non Vote
Drew G. Faust
 
511,220,406
 
7,758,896
 
230,199
 
48,525,270
 
 
 
 
 
 
 
 
 
Curtis Feeny
 
517,983,170
 
992,047
 
234,284
 
48,525,270
 
 
 
 
 
 
 
 
 
Paul-Henri Ferrand
 
512,747,578
 
6,236,446
 
225,477
 
48,525,270
 
 
 
 
 
 
 
 
 
Deborah A. Henretta
 
516,924,380
 
2,056,601
 
228,520
 
48,525,270
 
 
 
 
 
 
 
 
 
Kunal S. Kamlani
 
512,524,228
 
6,465,797
 
219,476
 
48,525,270
 
 
 
 
 
 
 
 
 
John F. Lundgren
 
500,344,634
 
18,637,171
 
227,696
 
48,525,270
 
 
 
 
 
 
 
 
 



Director
 
For
 
Against
 
Abstain
 
Broker Non Vote
Carol Meyrowitz
 
497,441,143
 
21,546,023
 
222,335
 
48,525,270
 
 
 
 
 
 
 
 
 
Ronald L. Sargent
 
492,862,488
 
26,124,096
 
222,917
 
48,525,270
 
 
 
 
 
 
 
 
 
Robert E. Sulentic
 
498,426,366
 
20,571,271
 
211,864
 
48,525,270
 
 
 
 
 
 
 
 
 
Vijay Vishwanath
 
498,364,976
 
20,626,680
 
217,845
 
48,525,270
 
 
 
 
 
 
 
 
 
Paul F. Walsh
 
492,373,953
 
26,634,262
 
201,286
 
48,525,270


2.    Approval, on an advisory basis, of named executive officer compensation.
For
 
Against
 
Abstain
 
Broker Non Vote
488,391,780
 
28,175,638
 
2,642,083
 
48,525,270


3.     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
563,745,437
 
3,669,000
 
320,334
 
n/a


4.           Non-binding shareholder proposal to limit acceleration of vesting of senior executive equity awards in the event of a change in control.
For
 
Against
 
Abstain
 
Broker Non Vote
208,812,784
 
308,519,100
 
1,877,617
 
48,525,270


5.    Non-binding shareholder proposal to amend Staples’ bylaws to reduce the percentage of outstanding stock required for shareholders to call a special meeting from 25% to 15%.
 
For
 
Against
 
Abstain
 
Broker Non Vote
302,846,845
 
215,791,351
 
571,305
 
48,525,270


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 15, 2016
Staples, Inc.
 
 
 
 
 
By:
/s/ Michael T. Williams
 
 
 
Michael T. Williams
 
 
 
Executive Vice President,
 
 
 
General Counsel and Secretary




Exhibit Index

Exhibit No.
Description
10.1
Letter Agreement, dated June 13, 2016, by and between the Company and Shira Goodman.
10.2
Letter dated June 15, 2016, from the Company to Shira Goodman.