DEFA14A 1 may2012additionalproxymate.htm May 2012 Additional Proxy Material



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Staples, Inc.
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STAPLES, INC.

Proxy Statement Relating to 2012 Annual Meeting of Stockholders

Supplemental Information Regarding Item 5 -
 
APPROVAL OF AMENDED AND RESTATED EXECUTIVE OFFICER INCENTIVE PLAN
 
Staples is seeking stockholder approval of amendments to, and a restatement of, the Executive Officer Incentive Plan (the “Annual Cash Plan”), as set forth in Staples' Proxy Statement dated April 23, 2012 (the “Proxy Statement”) relating to Staples' 2012 Annual Meeting of Stockholders to be held on June 4, 2012.  The purpose of this document is to correct errors in the “Annual Cash Plan Benefits” table appearing on page 62 of the Proxy Statement that resulted from a formatting problem in the preparation of such table.   The table is correctly reproduced below in full.  In addition, in the table below, the values in the column labeled “Threshold” are now presented using the same methodology for calculating minimum payment opportunities as used in other tables in the Proxy Statement. This supplement should be read in conjunction with the Proxy Statement.

The table below shows the threshold, target and maximum amounts payable under the 2012 Annual Awards.

Name of Individual and Title/Position or Identification of Group
 
Threshold
($) 
 
Target
($) 
 
Maximum
($) 
Ronald L. Sargent
 
176,105

 
1,761,053

 
3,522,105

Chairman & Chief Executive Officer
 
 
 
 
 
 
John J. Mahoney
 
71,094

 
710,940

 
1,421,880

Vice Chairman & Chief Financial Officer
 
 
 
 
 
 
Michael A. Miles, Jr. 
 
71,094

 
710,940

 
1,421,880

President & Chief Operating Officer
 
 
 
 
 
 
Joseph G. Doody
 
47,352

 
473,528

 
947,056

President, North American Delivery
 
 
 
 
 
 
Demos Parneros
 
47,352

 
473,528

 
947,056

President, US Retail
 
 
 
 
 
 
 
 
 
 
 
 
 
All current executive officers, as a group
 
453,718

 
4,537,189

 
9,074,377

 
 
 
 
 
 
 
All current directors, who are not executive officers, as a group*
 
 
 
 
 
 
 
 
 
 
All employees, including all current officers, who are not executive officers, as a group**
 
 
 
* Non-employee directors are not eligible to participate in the Annual Cash Plan.
** No employees, other than executive officers, participate in the Annual Cash Plan. Employees that are not executive officers and eligible for annual cash incentives participate in the Company's Key Management Bonus Plan.

May 10, 2012