May 2015

2015 Corporate Governance Highlights

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Overview

We are reinventing Staples to accelerate long-term sales and earnings growth

The Compensation Committee has set a highly performance-based, long-term, equity-focused executive compensation program with metrics tied directly to the success of our reinvention strategy and the creation of long-term shareholder value

Our Board highly values dialogue with shareholders, and over the past year engaged with shareholders owning over 40% of shares outstanding on our compensation and governance practices which led to significant changes

We pledged to seek approval for proxy access rights next year at a 3%/3-year threshold

We strengthened the Lead Independent Director role as well as adopted a new policy to require, whenever possible, that we have an independent chair of the Board once our current Chairman no longer serves in this role

We have a rigorous Board succession process, and 2 of 10 outside members of our Board up for election at this meeting are new

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Staples’ Board has been responsive to shareholders and is committed to implementing best in class governance practices

ArialReinventing Staples to Accelerate Long-Term Sales and Earnings Growth

We have a robust strategic plan to embrace the changing needs of our customers and reinvent our company

Onward to online and boldly to BO$$

Every product your business needs to succeed.

LeadingB2B player

Leading Commercial player

World’s broadest B2B assortment

Turbocharge print

Reshape and improve our businesses

Optimize our retail footprint

Evolve our supply chain

Fund the future

Build enablers of our execution

Price perception TechnologyEvolve brand

Talent & cultureBig data and

analytics

Fix and grow international

Reinvention Highlights Announced plans to acquire Office Depot

which we believe will allow us to more effectively compete against a wide set of competitors

Acquired PNI Digital Media to increase personalized product offerings

Growing Copy & Print across all channels

Stabilized sales and earnings in International

Offering over 1 million products on Staples.com

Coordinated retail and online offering through omnichannel initiatives

Closed 169 stores in North America in 2014, on track to close 60 stores in 2015

On track for $500 million of cost reductions in 2014 & 2015 combined

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ArialAccelerating Our Reinvention with the Acquisition of Office Depot

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“This is a transformational acquisition which enables Staples to provide more value to customers, and more effectively compete in a rapidly evolving

competitive environment” – Ron Sargent, CEO

Transaction Overview Acquisition Rationale Combined company better positioned to serve the

changing needs of customers and compete against a large and diverse set of competitors

Strategic combination expected to deliver more than $1 billion of net synergies after investments to provide increased value to Staples’ customers

Cost savings and operational efficiencies to dramatically accelerate Staples' strategy of driving growth in delivery businesses and categories beyond office supplies

Provides ability to optimize retail footprint

Generates significant value for shareholders; accretive to EPS in first year post-closing1

1 Excluding integration and restructuring costs and purchase accounting adjustments

Announced the acquisition of Office Depot on February 4 in a cash and stock transaction

Subject to customary closing conditions, antitrust regulatory approval, and Office Depot shareholder approval

Expected to close by the end of calendar year 2015

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2014 Executive Compensation Plan Design

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100% of our short-term and long-term plans are tied to rigorous, objective performance goals

Performance Metrics & Goals CEO Pay Strongly Tied to Performance

Short-Term Plan100% Performance-

Based

Long-Term Plan100% Performance-

Based

EPS

Sales Beyond Office Supply Growth

Total Company Sales

Sales Growth %

Return on Net Assets %

1 Source: Staples’ DEF14A filed April 13, 2015 and DEFA14A filed May 6, 2015. Includes Base Salary, Actual Annual and Long-Term Cash Incentives earned and the grant date fair value of Long-Term Equity Awards as reported in the Summary Compensation Table for the applicable year.

2 Source: Staples’ DEF14A filed April 13, 2015 and DEFA14A filed May 6, 2015. Includes Base Salary and Actual Annual and Long-Term Cash incentives earned as reported in the Summary Compensation Table, plus the value of Stock Options exercised or Stock Awards vested for the applicable year.

3 Source: Equilar Inc.

$ USD Million

Staples is among the 11% of S&P 500 companies that tie 100% of LTI compensation to achievement of performance goals3

Reported1 vs. Realized2 Pay

Changing metric to Gross Margin Dollars in 2015

and forward plans

= Reported Pay

= Realized Pay

$6.7

$6.8

$10.0

$12.4

$10.8

$6.5

2014

2013

2012

ArialChanges to Executive Compensation Program

Over the past year, the Board has received important shareholder feedback on our compensation program and practices through direct dialogue with shareholders

– Shareholders provided feedback on CEO compensation practices. In response to shareholder input, the CEO has elected to:

• Eliminate a legacy tax gross-up provision in his existing severance agreement

• Not accept a 2.5% base salary increase for 2014 that had been approved by the Board early in 2014

– Some shareholders felt that too much emphasis was placed on sales metrics within the incentive plans and suggested more focus on profit drivers. In response, the Board replaced the Total Sales metric in the 2015 Annual Cash Incentive Plan with Gross Margin Dollars to place greater emphasis on driving profitability

The Board is committed to an ongoing review of Staples’ executive compensation program and disclosure enhancements to ensure it aligns with evolving best practices

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We have engaged with holders of more than 40% of shares to maintain an open dialogue and to better understand their concerns

We ask for your SUPPORT this year on our advisory vote on compensation and welcome any questions about our compensation practices

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Sound Compensation Governance Practices

We are committed to effective governance of our compensation program and have implemented best practices

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Long-Term Alignment

Stock ownership guidelines – (5x for CEO, 3x to 4x for other NEOs)

No employment agreements for NEOs Double trigger change in control provisions in severance

agreements 3-year performance periods tied to TSR

Transparency

Rigorous, objective financial metrics on annual and long-term awards

No excise tax gross-ups in executive severance agreements

Minimal, reasonable perquisites

Compensation Risk Oversight

Robust clawback policy Policy prohibiting hedging Predetermined stock grant dates Independent compensation consultant hired by the

Committee performs no other services for the Company

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< 5 Years 6-10 Years >10 Years

Highly Engaged and Independent Board

Annual election of directors

Majority voting in uncontested elections

Robust Independent Lead Director position

Plan to appoint independent Chair once our current Chairman no longer serves in this role

Commitment to 3%/3-year proxy access management proposal at 2016 Annual Meeting

Majority vote provisions for bylaw/charter amendments and M&A

Shareholder right to call special meeting

Shareholder action by written consent

No stockholder rights plan

Transparent disclosures of political contributions

Robust annual shareholder outreach program

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Governance Best Practices Highly Independent, Diverse Board1

Balanced Blend of Perspectives1

IndependentOutsiders91%

CEO/Chair

1 Board tenure data reflects Jan. 14, 2015 announcement of Robert Nakasone’s retirement and nomination of Paul-Henri Ferrand for election at the 2015 Annual Meeting as well as April 10, 2015 announcement that Justin King has decided not to stand for re-election at 2015 Annual Meeting and nominating Kunal Kamlani for election. Elizabeth Smith served on the board from 2008 – 2014.

Since 2007, we have added or

announced nine new directors,

including six that enhanced our

diversity profile

4 Directors

3 Directors

4 Directors

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Recent Board Leadership Developments

In response to feedback from shareholders during the company’s ongoing investor outreach program, the Board of Directors announced the following changes:

1. Will appoint Robert Sulentic as Lead Independent Director upon retirement of Lead Independent Director Robert Nakasone at the 2015 Annual Meeting

2. Approval of an Independent Chair policy and a plan to appoint an Independent Chair once our current Chairman no longer serves in this role

3. Nomination of Paul-Henri Ferrand, VP of US Sales & Operations at Google, for election to the Board at the 2015 Annual Meeting

4. Nomination of Kunal Kamlani, former President and COO of Prestige Cruise Holdings, for election to the Board at the 2015 Annual Meeting

– Mr. Kamlani was nominated pursuant to an agreement with Starboard Value. He met with the Staples’ Nominating and Corporate Governance Committee, which recommended that the full Board nominate him for election. In connection with the agreement, Starboard has agreed to support all of Staples’ director nominees at the upcoming 2015 Annual Meeting.

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Our Board is committed to transparency in corporate governance and to strong communication with shareholders

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Our Board Added Two Director Nominees in 2015

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Paul-Henri Ferrand Kunal KamlaniSkills & Experience:

Audit, Financial Expertise

Consumer Sales Marketing M&A / Integration

Leadership and Management

Risk Oversight

The Board seeks to achieve an effective balance of relevant skills, experience, qualifications and personal qualities in Board composition

Our priority is to bring areas of expertise together in the Staples boardroom for the benefit of Staples and the creation of sustainable long-term shareholder value

We seek to ensure that the Board and its committees are high-functioning, including regular and rigorous Board and committee evaluations

Skills & Experience: Consumer and

Business Sales Ecommerce and

Marketing Strategy

International Operations

IT Management and Security

Career Highlights: Serves as Vice President and Sector Lead, U.S.

Services and Distribution Sector, of Google, Inc.– Leads performance-based advertising sales and

related analytics– Leads targeted teams working on small company

performance solutions Former President, Dell North America where he led

Dell’s business across all of North America– Restructured the North American unit, returning it to

growth and top position in key markets

Career Highlights: Served as President and COO of Prestige Cruise

Holdings, the parent company of Oceania Cruises and Regent Seven Seas Cruises– Generated record revenue and EBITDA for three

consecutive years and, in 2014, completed the sale of Prestige Cruise Holdings to Norwegian Cruise Lines for approximately $3 billion.

– Previously served as CFO Former head of the multi-billion dollar Global Investment

Solutions division of Bank of America/Merrill Lynch

ArialRobert Sulentic to be Appointed as Independent Lead Director

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Board of Directors determines its leadership structure annually based on a recommendation of the Nominating and Corporate Governance Committee

In January 2015, we adopted a policy to require that we have an independent Chair of the Board, whenever possible – The policy is prospective, and begins to apply when our current Chairman and CEO retires or

no longer serves as Chairman of the Board Current Lead Independent Director Robert Nakasone will be retiring at the 2015 Annual Meeting

and the Board intends for Robert E. Sulentic to serve as Independent Lead Director

Independent Lead Director Responsibilities Authority to call meetings of Independent Directors

Presides at all meetings of the Board at which the Chair is not present, including executive sessions of the independent directors

Assures that meetings with the independent directors are held in executive sessions, typically after every Board meeting, but in all circumstances at least twice a year

Provides leadership to the Board if circumstances arise in which the role of the Chair may be, or may be perceived to be, in conflict with the interests of Staples and its shareholders with regard to a particular matter

Facilitates communications and serves as a liaison between independent directors and the Chair

Coordinates the annual performance review of the CEO

Works with the Chair in the preparation of the agenda for each board meeting and pre-approves the schedules, agendas and information provided to the Board for each meeting

Ensures availability for consultation and direct communication, if requested by a major shareholder

Authority to retain independent advisors on behalf of the Board

Assists the Nominating and Corporate Governance Committee in identifying any individual performance or contribution issues

Otherwise consults with the Chair of the Board on matters relating to corporate governance and Board performance

Robert Sulentic

ArialBoard Has Proactively Adopted a Policy Requiring an Independent Chair

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The Board urges shareholders to vote AGAINST the shareholder proposal as it is not in the best interest of the company

At 2014 Annual Meeting, a shareholder proposal for separate Independent Chairman and CEO positions received 51% support, the Board sought feedback and considered the views of our stockholders in responding to the proposal

– Shareholders were largely supportive of separating the Chairman and CEO positions, but expressed concerns around unintended consequences or disruptions that may occur if the Chairman and CEO roles were split and an independent chair was appointed now while the company is in a transition period

On January 13, 2015, the Board adopted a policy to require the Chairman of the Board, whenever possible, to be an independent director. The policy is prospective, and begins to apply when Mr. Sargent retires or otherwise no longer serves as Chairman of the Board

Prospective implementation of the independent chair policy provides for a succession period for our Board leadership structure and allows us have a single, clear focus for command to successfully execute against our multi-year reinvention plans and the acquisition of Office Depot

Current approach strikes the right balance to transition to a new Board leadership structure while being responsive to shareholders

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Track Record of Shareholder Responsiveness

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2015   Management Supported Proxy Access at 3%/3 years – We have committed to providing a management-supported proxy access bylaw amendment at the 2016 Annual Meeting of Shareholders.

Executive Compensation – Replaced the total company sales metric with gross margin dollars for our 2015 annual cash incentive awards to place greater emphasis on driving profitability.

  Independent Chair Policy – Adopted a policy to require that we have an independent Chair of the Board, whenever possible. The policy is prospective, and will apply when Ronald L. Sargent, our current Chairman and CEO, retires or no longer serves as Chairman of the Board.

2014  

  We engaged in constructive dialogues over the course of the year with shareholders representing more than 40% of our shares, with direct involvement from two of our directors.

2013   Restructured our executive compensation program in response to shareholder feedback on compensation and to strengthen alignment with reinvention strategy.

       Eliminated time-based restricted stock and options

      Changed long-term program to be delivered entirely in the form of performance shares, with achievement based on 50% return on net asset percentage and 50% on sales growth percentage. The program also included a three-year relative Total Shareholder Return (TSR) modifier

      Changed annual performance metrics

2012   Shareholder right to act by written consent implemented Refined compensation program, including changes in benchmarking and reduced dilution from stock plans, in direct response to

shareholder feedback Enhanced transparency on political contributions and government activities

2009   Shareholder right to call special meetings implemented

2008   Adopted a majority vote standard for the election of directors with a plurality carve-out for contested elections Eliminated supermajority vote requirement for mergers and other matters from company charter

2007   Declassified board to establish annual elections going forward

1998   Independent Lead Director – Staples was one of the early adopters of the role

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Forward-Looking Statements Safe Harbor

Certain remarks that we may make about management’s future

expectations, plans and prospects constitute forward-looking statements.

Actual results may differ materially from those indicated by such forward-

looking statements as a result of various important factors, including those

discussed or referenced under the heading “Risk Factors” and elsewhere in

our most recent annual and quarterly reports on file with the SEC.

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