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                                                                      EXHIBIT 99


                                 STAPLES, INC.

             PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
                                ON JULY 10, 2000

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                                 OF THE COMPANY


      The undersigned, revoking all prior proxies, hereby appoint(s) Thomas G.
Stemberg, John J. Mahoney and Jack A. VanWoerkom, and each of them, with full
power of substitution, as proxies to represent and vote, as designated herein,
all shares of Common Stock of Staples, Inc. (the "Company") which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders of the Company to be held at the FleetBoston Financial
Building (formerly BankBoston, N.A.) 100 Federal Street, Boston, Massachusetts,
at 2:00 p.m., local time, and at any adjournment thereof.

      In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournment thereof.

      This proxy, when properly executed, will be voted in the manner directed
by the undersigned stockholder(s). If no direction is given, this proxy will be
voted FOR the election of Directors, and FOR Proposals 2 and 3. Attendance of
the undersigned at the meeting or any adjournments thereof will not be deemed to
revoke this proxy unless the undersigned shall revoke this proxy in writing or
affirmatively indicate the intent to vote in person.


                 CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE

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 SEE REVERSE SIDE                                            SEE REVERSE SIDE
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1. To elect five Class 3 Directors to serve for a three-year term expiring at
   the 2003 Annual Meeting of Stockholders.

Nominees: 01 Basil L. Anderson, 02 George J. Mitchell, 03 Robert C. Nakasone,
04 Ronald L. Sargent, 05 Thomas G. Stemberg

   FOR                    WITHHELD
   ALL                    FROM ALL
NOMINEES                  NOMINEES

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For all nominees except as noted above

MARK HERE FOR ADDRESS             MARK HERE IF YOU PLAN
CHANGE AND NOTE BELOW             TO ATTEND THE MEETING

                                                           FOR  AGAINST  ABSTAIN
2.  To approve amendments to the Company's Amended and
    Restated 1990 Director Stock Option Plan.

3.  To ratify the selection of Ernst & Young LLP as the
    Company's independent auditors for the current fiscal
    year.

By checking the box to the right, I consent to future access of
the Company's Annual Report, proxy statements, prospectuses and other
communications electronically via the Internet. I understand that the Company
may no longer distribute printed materials to me in connection with any future
stockholder meeting until such consent is revoked. I understand that I may
revoke any consent at any time by contacting the Company's transfer agent,
ChaseMellon Shareholder Services, Ridgefield Park, NJ and that costs typically
associated with electronic access, such as usage and telephone charges, will be
my sole responsibility.

Signature                    Signature                   Date
          ------------------           -----------------      --------------
Please sign exactly as name appears hereon. When shares are held by joint
owners, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give title as such. If a corporation or a
partnership, please sign by authorized person.

                           * FOLD AND DETACH HERE *

                            YOUR VOTE IS IMPORTANT!
                      YOU CAN VOTE IN ONE OF THREE WAYS:
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                               VOTE BY INTERNET
                         24 hours a day, 7 days a week
  Follow the instructions at our Internet Address: http://www.eproxy.com/SPLS
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                                      or

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                                 VOTE BY PHONE
                         HAVE YOUR PROXY CARD IN HAND.
           Call toll-free 1-800-840-1208 on a touch tone telephone
                        24 hours a day, 7 days a week.
                   There is NO CHARGE to you for this call.
  You will be asked to enter your 11-digit Control Number, which is located
           in the box in the lower right hand corner of this form.
                       Follow the recorded instructions.
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                                      or

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                              VOTE BY PROXY CARD
           Mark, sign and date your proxy card and return promptly
                           in the enclosed envelope.
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If you wish to access future Annual Reports, Proxy Statements, Prospectuses and
  other communications electronically via the Internet and no longer receive
     printed materials, please provide your consent with your proxy vote.
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                 NOTE: If you voted by Internet or telephone,
                THERE IS NO NEED TO MAIL BACK your proxy card.

THANK YOU FOR VOTING.
