UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

 

Staples, Inc.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

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(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

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(2)

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(4)

Date Filed:

 

 

 

 


 

STAPLES, INC.

** IMPORTANT NOTICE **

 

Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 9, 2008.

 

You are receiving this communication because you hold shares in the above company, and the materials you should review before you cast your vote are now available.

 

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Proxy Statement and 2007 Annual Report are available at www.proxyvote.com.

 

 

ATTN: INVESTOR RELATIONS

500 STAPLES DRIVE

FRAMINGHAM, MA 01702

 

PROXY MATERIAL - VIEW OR RECEIVE

 

You can choose to view the material online or receive a paper or e-mail copy. If you want to receive a paper or e-mail copy of these documents, you must request one.  There is no charge to you for requesting a copy.  Please make your request for a copy as instructed below on or before May 26, 2008 to facilitate timely delivery. Requests, instructions and other inquiries will NOT be forwarded to your investment advisor.

 

HOW TO VIEW MATERIAL VIA THE INTERNET

 

Have the 12 Digit Control Number(s) available and visit: www.proxyvote.com

 

HOW TO REQUEST A COPY OF MATERIAL

 

1)

BY INTERNET

- www.proxyvote.com

2)

BY TELEPHONE

- 1-800-579-1639

3)

BY E-MAIL*

- sendmaterial@proxyvote.com

 


*If requesting material by e-mail, please send a blank e-mail with the 12 Digit Control Number (located on the following page) in the subject line. State whether you wish to receive a paper or email copy of the proxy materials and whether your request is for this meeting and/or all future meetings.

 

R1STP1

See the Reverse Side for Meeting Information and Instructions on How to Vote

 



 

Notice of Annual Meeting of Stockholders Meeting Information

 

Meeting Type:

 

Annual

Meeting Date:

 

06/09/08

Meeting Time:

 

3:30 P.M. MDT

For holders as of:

 

04/14/08

 

Meeting Location:

 

The Ritz-Carlton, Denver

1881 Curtis Street

Denver, CO 80202

 

Meeting Directions:

 

For Meeting Directions Please Call: 1-800-468-7751

 

How To Vote

 

Vote In Person

 

If you are attending the Annual Meeting, please bring a picture ID and proof of share ownership, such as a brokerage statement. At the Meeting you will need to request a ballot to vote these shares.

 

Vote By Internet

 

To vote now by Internet, go to WWW.PROXYVOTE.COM.

 

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your 12 Digit Control Number(s) available when you access the web site and follow the instructions.

 

R1STP2

 



 

Voting items

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL DIRECTOR NOMINEES LISTED BELOW, “FOR” ITEMS 2, 3, 4 AND 5, AND “AGAINST” ITEM 6.

 

1.           To elect twelve directors to serve for a one-year term expiring at the 2009 Annual Meeting of Stockholders

 

Nominees:

 

 

 

1a.

 

Basil L. Anderson

 

 

 

1b.

 

Arthur M. Blank

 

 

 

1c.

 

Mary Elizabeth Burton

 

 

 

1d.

 

Justin King

 

 

 

1e.

 

Carol Meyrowitz

 

 

 

1f.

 

Rowland T. Moriarty

 

 

 

1g.

 

Robert C. Nakasone

 

 

 

1h.

 

Ronald L. Sargent

 

 

 

1i.

 

Robert E. Sulentic

 

 

 

1j.

 

Martin Trust

 

 

 

1k.

 

Vijay Vishwanath

 

 

 

1l.

 

Paul F. Walsh

 

2.

 

To approve an amendment to Staples’ certificate of incorporation deleting Article XII in order to remove provisions that require holders of at least two-thirds of Staples’ outstanding voting stock to approve certain significant corporate transactions.

 

 

 

3.

 

To approve Staples’ Executive Officer Incentive Plan for the fiscal years 2008 through 2012.

 

 

 

4.

 

To approve an amendment to Staples’ Amended and Restated 2004 Stock Incentive Plan increasing the total number of shares of common stock authorized for issuance under the plan by 15,100,000 shares, from 62,330,000 shares to 77,430,000 shares.

 

 

 

5.

 

To ratify the selection by the Audit Committee of Ernst & Young LLP as Staples’ independent registered public accounting firm for the current fiscal year.

 

 

 

6.

 

To act on a shareholder proposal regarding stockholders’ ability to call special meetings expected to come before the meeting.

 

 

 

7.

 

In the discretion of the persons named in the proxy, to act upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.

 

R1STP3