SPLS Staples, Inc.

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): April 10, 2015

STAPLES, INC.

(Exact name of registrant as specified in charter)

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)

x               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 1.01 Entry into a Material Definitive Agreement.

On April 10, 2015, Staples, Inc. (the “Company”) entered into an agreement (the “Agreement”) with Starboard Value and Opportunity Master Fund Ltd and certain entities and natural persons listed on Exhibit A of the Agreement and their affiliates (collectively, “Starboard”), who beneficially own, in the aggregate, 24,481,811 shares of common stock of the Company, representing approximately 3.8% of the Company’s outstanding common stock as of the date hereof.

Pursuant to the Agreement, the Company’s Board of Directors (the “Board”) agreed to nominate for election to the Board at the Company’s 2015 annual meeting of stockholders, currently scheduled to be held on June 1, 2015 (the “2015 Annual Meeting”), one of the candidates previously identified by Starboard, and on April 10, 2015, the Company announced that Kunal S. Kamlani would be such nominee (the “Nominee”).

If the Nominee is unable to serve as a director, resigns as a director or is removed as a director before the Company’s 2016 annual meeting of stockholders (the “2016 Annual Meeting”) and at such time Starboard beneficially owns at least the lesser of 3.0% of the Company’s then outstanding shares of common stock and 19,214,613 shares of the Company’s common stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), then Starboard will be entitled to recommend a replacement director who must be independent of Starboard, qualify as an “independent director” pursuant to NASDAQ listing standards and have relevant financial and business experience to fill the resulting vacancy.  The appointment of a replacement director is subject to the approval of the Nominating and Corporate Governance Committee of the Board after exercising its fiduciary duties in good faith, which approval shall not be unreasonably withheld.

A copy of the Agreement is filed with this Form 8-K and attached hereto as Exhibit 10.1. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

A director of the Company, Justin King, determined not to stand for reelection to the Board at the 2015 Annual Meeting because of his view that the Board should not have approved the Agreement with Starboard.  A copy of an email from Mr. King to Ronald Sargent, Chairman and CEO of the Company, and Robert Sulentic, a Company director, regarding Mr. King’s decision not to stand for reelection is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 8.01    Other Events.

On April 10, 2015, the Company announced that it will nominate Mr. Kamlani for election to the Board at the 2015 Annual Meeting.  The election of directors will take place at the 2015 Annual Meeting.

A copy of the press release announcing Mr. Kamlani’s nomination for election to the Board at the 2015 Annual Meeting is attached to this Current Report on Form 8-K as Exhibit 99.2.

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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.

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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.

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EXHIBIT INDEX

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Exhibit 10.1

AGREEMENT

This agreement (this “Agreement”) is made and entered into as of April 10, 2015, by and among Staples, Inc. (the “Company”) and the entities and natural persons listed on Exhibit A hereto and their respective Affiliates and Associates (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).

RECITALS

WHEREAS, Starboard is deemed to beneficially own shares of common stock of the Company (the “Common Stock”) totaling, in the aggregate, 24,481,811 shares, or approximately 3.8% of the Common Stock issued and outstanding on the date hereof;

WHEREAS, on March 4, 2015, Starboard delivered a letter to the Company, giving notice (the “Nomination Notice”) of its intent to nominate four (4) individuals for election to the Company’s board of directors (the “Board”) at the 2015 annual meeting of stockholders of the Company (the “2015 Annual Meeting”); and

WHEREAS, the Company and Starboard have determined to come to an agreement with respect to the addition of an independent director candidate to the Board at the 2015 Annual Meeting; certain matters related to the 2015 Annual Meeting; and certain other matters, all as provided in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

1.                                      Board Matters; Board Nomination; Committee Appointment; 2015 Annual Meeting.

(a)                                 Prior to the mailing of its definitive proxy statement for the 2015 Annual Meeting, the Company agrees that the Board and all applicable committees of the Board will take all necessary actions to nominate one of the director candidates previously identified by Starboard (the “New Director”, and collectively with the Company’s other director nominees for the 2015 Annual Meeting, the “2015 Nominees”) for election to the Board at the 2015 Annual Meeting for a term of office to expire at the Company’s next annual meeting of stockholders (the “2016 Annual Meeting”).  The Company agrees that the Board shall confirm to Starboard which director candidate the Board has accepted and approved as the New Director by no later than April 9, 2015.  The Company agrees to publicly announce the selection of the New Director no later than April 10, 2015.

(b)                                 Prior to the nomination of the New Director by the Board in accordance with Section 1(a), the Nominating & Governance Committee of the Board (the “Governance Committee”) shall have reviewed and reasonably approved, in accordance with the Company’s corporate governance guidelines and the Governance Committee’s charter, the qualifications of the New Director to serve as a member of the Board and recommended to the Board that the

Board nominate the New Director for election to the Board at the 2015 Annual Meeting in accordance with Section 1(a).

(c)                                  Upon the execution of this Agreement, Starboard hereby irrevocably withdraws the Nomination Notice and its director nominations in connection with the 2015 Annual Meeting and Starboard will not (i) nominate any person for election at the 2015 Annual Meeting, (ii) submit any proposal for consideration at, or bring any other business before, the 2015 Annual Meeting, directly or indirectly, or (iii) initiate, encourage or participate in any “withhold” or similar campaign with respect to the 2015 Annual Meeting, directly or indirectly, and not permit any of its Affiliates or Associates to do any of the items in this Section 1(c).

(d)                                 From the date hereof to the thirtieth (30th) day prior to the advance notice deadline for making director nominations at the 2016 Annual Meeting, Starboard agrees not to, directly or indirectly, (i) request or otherwise submit any proposal for consideration at, or bring any other business before, any special meeting of the shareholders of the Company or (ii) initiate, encourage or participate in any “consent solicitation” or similar campaign, and not permit any of its Affiliates or Associates to do any of the items in this Section 1(d).

(e)                                  The Company agrees that it will recommend, support and solicit proxies for the election of the New Director in the same manner as for the other 2015 Nominees at the 2015 Annual Meeting.

(f)                                   The Company agrees that if the New Director or any Replacement Director (as defined below) is unable to serve as a director, resigns as a director or is removed as a director prior to the 2016 Annual Meeting, and at such time Starboard beneficially owns in the aggregate at least the lesser of three percent (3.0%) of the Company’s then outstanding Common Stock and 19,214,613 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), Starboard will be permitted to recommend a substitute person(s) for approval by the Governance Committee to fill the resulting vacancy, which person will (i) be independent of Starboard and (ii) qualify as “independent” pursuant to The NASDAQ Stock Market LLC (“NASDAQ”) listing standards and (iii) have relevant financial and business experience to fill the resulting vacancy. The appointment of any such person to the Board will be subject to the approval of the Governance Committee after exercising its fiduciary duties in good faith, which approval shall not be unreasonably withheld (any such replacement nominee appointed in accordance with the terms of this Section 1(f) will be referred to as herein the “Replacement Director”).  In the event the Governance Committee does not accept a substitute person recommended by Starboard as the Replacement Director, Starboard will have the right to recommend additional substitute person(s) for consideration by the Governance Committee as the Replacement Director, who will also be (i) independent of Starboard, (ii) qualify as “independent” pursuant to NASDAQ listing standards and (iii) have relevant financial and business experience to fill the resulting vacancy, and whose appointment shall be subject to the approval of the Governance Committee after exercising its fiduciary duties in good faith, which approval shall not be unreasonably withheld. Upon the acceptance of a Replacement Director nominee by the Governance Committee, the Board will appoint such Replacement Director to the Board no later than five business days after the Governance Committee recommendation of such Replacement Director.

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(g)                                  As used in this Agreement, the terms “Affiliate” and “Associate” have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or the rules or regulations promulgated thereunder (the “Exchange Act”) and include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement.

(h)                                 The Company will use its reasonable best efforts to hold the 2015 Annual Meeting no later than June 30, 2015.

(i)                                     The Company agrees that the New Director shall be considered along with all other Board members for Board committee appointment in connection with the Board’s annual review of committee composition. In any event, the Company agrees that the New Director, including any Replacement Director, as applicable, will be appointed to at least one of the Board’s standing committees.

(j)                                    The Company agrees that if it must cause a director to resign prior to the 2016 Annual Meeting in accordance with Section 5.17 of that certain Agreement and Plan of Merger with Office Depot, Inc., then such director shall not be the New Director.

(k)                                 At the 2015 Annual Meeting, Starboard agrees to appear in person or by proxy and vote all shares of Common Stock of the Company beneficially owned by it and its Affiliates in favor of the election of each of the Company’s nominees for election to the Board and for each other proposal to come before the 2015 Annual Meeting in accordance with the Board’s recommendation, unless solely as relates to any proposal other than the election of directors, Institutional Shareholder Services Inc. and Glass Lewis & Co., LLC recommends otherwise.

2.                                      Representations and Warranties of the Company.

The Company represents and warrants to Starboard that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, and (c) the execution, delivery and performance of this Agreement by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to the Company or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.

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3.                                      Representations and Warranties of Starboard.

Starboard represents and warrants to the Company that (a) the authorized signatory of Starboard set forth on the signature page hereto has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind it thereto, (b) this Agreement has been duly authorized, executed and delivered by Starboard, and is a valid and binding obligation of Starboard, enforceable against Starboard in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of Starboard as currently in effect, (d) the execution, delivery and performance of this Agreement by Starboard does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to Starboard or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such member is a party or by which it is bound.

4.                                      Press Release; Non-Disparagement.

(a)                                 The Company will publish a press release (the “Press Release”) announcing certain terms of this Agreement, substantially in the form attached hereto as Exhibit B, together with the public announcement of the selection of the New Director in accordance with Section 1(a).  Prior to the publication of the Press Release, neither the Company nor Starboard will publish or make any press release or public announcement regarding this Agreement without the prior written consent of the other Party.  Until the 2015 Annual Meeting, neither the Company nor Starboard will knowingly make any public announcement or statement that is inconsistent with or contrary to the statements made in the Press Release, except as required by law or the rules of any stock exchange or with the prior written consent of the other Party.

(b)                                 Each of the Parties covenants and agrees that, from the date hereof and for so long as the New Director or any Replacement Director is serving as a member of the Board, neither it nor any of its respective agents, subsidiaries, Affiliates, successors, assigns, officers, key employees or directors, shall in any way disparage, call into disrepute, or otherwise defame or slander the other Parties or such other Parties’ subsidiaries, Affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, shareholders, agents, attorneys or representatives, or any of their products or services or past actions taken relating to the Nomination Notice or the attempts by Starboard to influence the composition of the Board, in any manner that would damage the business or reputation of such other Parties, their products or services or their

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subsidiaries, Affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, shareholders, agents, attorneys or representatives.

5.                                      Specific Performance.

Each of Starboard, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other party hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages).  It is accordingly agreed that Starboard, on the one hand, and the Company, on the other hand (the “Moving Party”), will each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity.  This Section 5 is not the exclusive remedy for any violation of this Agreement. In the event a Party institutes any legal action to enforce such Party’s rights, or recover damage for breach of this Agreement, the prevailing Party or Parties in such action shall be entitled to recover from the other Party or Parties all out-of-pocket costs and expenses, including but not limited to reasonable attorney’s fees, court costs, witness fees, disbursements and any other expenses of litigation or negotiations incurred by such prevailing Party or Parties.

6.                                      Expenses.

The Company has agreed to reimburse Starboard for its reasonable, documented out-of-pocket travel and legal fees, costs and expenses actually incurred by Starboard in connection with, relating to or resulting from Starboard’s negotiation, settlement and execution of this Agreement; provided however, in no event shall the Company reimburse Starboard for an amount in excess of $25,000, in the aggregate.

7.                                      Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect and will in no way be affected, impaired or invalidated.  It is hereby stipulated and declared to be the intention of the Parties that the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable.  In addition, the Parties agree to use their respective best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.

8.                                      Notices.

Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered:  (i) upon receipt, when delivered personally, (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party), or (iii) one business day after deposit with a nationally

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recognized overnight delivery service, in each case properly addressed to the party to receive the same.  The addresses and facsimile numbers for such communications will be:

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9.                                      Applicable Law.

This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof.  Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, will be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware).  Each of the Parties hereto hereby irrevocably submits, with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts.  Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by applicable legal requirements, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

10.                               Counterparts.

This Agreement may be executed in two or more counterparts, each of which will be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).

11.                               Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries.

This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter.  There are no restrictions, agreements, promises, representations, warranties,

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covenants or undertakings between the Parties other than those expressly set forth herein.  No modifications of this Agreement may be made except in writing signed by an authorized representative of each the Company and Starboard, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Starboard to agree to be listed on Exhibit A and be bound by the terms and conditions of this Agreement.  No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor will any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.  All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.  The terms and conditions of this Agreement will be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns.  No party will assign this Agreement or any rights or obligations hereunder without, with respect to any member of Starboard, the prior written consent of the Company, and with respect to the Company, the prior written consent of Starboard.  This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons.

 [The remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date hereof.

[Signature Page to Agreement]

[Signature Page to Agreement]

EXHIBIT A

Starboard Value and Opportunity Master Fund Ltd

Starboard Value and Opportunity S LLC

Starboard Value and Opportunity C LP

Starboard Leaders Golf LLC

Starboard Leaders Fund LP

Starboard Value R LP

Starboard Value R GP LLC

Starboard Value A LP

Starboard Value A GP LLC

Starboard Value LP

Starboard Value GP LLC

Starboard Principal Co LP

Starboard Principal Co GP LLC

Jeffrey C. Smith

Mark R. Mitchell

Peter A. Feld

EXHIBIT B

PRESS RELEASE

Exhibit 99.1

Dear Bob and Ron,

It is with great regret that I wish to inform you that I do not wish to stand for re-election to the board of Staples at this year’s AGM.

As you know I have significant reservations about the agreement Staples have reached with Starboard and voted against both the agreement and the appointment of their nominee Director at our recent board meeting. I want to lay out briefly my reasons.

Starboard’s acquisition of Staples stock is recent and opportunistic. They communicated their position in our stock after both our board decision to pursue the acquisition of Office Depot and our initial approach to Office Depot. Starboard have subsequently reduced their holding in Staples at or around the date the transaction was formally announced. They have no significant quarrel with the strategy of the board and indeed have been publicly supportive. Their decision to seek to nominate Directors was communicated at the last possible moment. Their shareholding in Office Depot means that their interests are clearly not aligned with those of the vast majority of our other shareholders.

The nominee of Starboard that we have agreed to include in our proxy cannot in my view be considered suitably qualified nor independent. The 4 candidates they presented had not been through anything that could be described as a robust independent recruitment process and this is reflected in the last minute nature of the Starboard proposal. Kunal Kamlani does not bring skills that we have previously identified as lacking on the board and I do not believe we would have appointed him subject to our normal process. Given the circumstances I think it also entirely reasonably to question whether he can be viewed as truly independent.

I know that the board has been very focussed, in reaching this decision, on the potential damage and disruption a proxy fight might cause. We are in the middle of a proposed transformational transaction and any distraction is clearly unhelpful. However for the reasons I have outlined above I believe the right decision in the interests of all shareholders would have been to contest the Starboard nominations allowing a full exploration of all the arguments, both for and against, by all of our shareholders. The AGM is only 8 weeks away so this would have been a relatively short process. The proposed transaction and it’s examination by the FTC will take several months longer. Because of the particular approach of Starboard we have not been able to explore with our shareholders their views.

We are a strong and effective board and I have hugely enjoyed serving on it and playing my part in helping guide the company through the most challenging of times. I believe the company is fortunate to have such strength on its board and this is a result of a thorough approach to appointment and board composition over many years. We are able to disagree and challenge each other and frequently do. So why should this particular issue cause me to decide to not seek re election?

I believe firmly in collective responsibility. Board members have both the right and responsibility to express an open and honest view round the boardroom table in the pursuit of what is right for shareholders. But once decisions are taken board members must fully, and publicly if necessary, support every decision. I’m afraid that in these circumstances I cannot do that. Further I believe that trust in the independence of your fellow Directors is integral to this process. For the reasons outlined above I could not serve with a fellow Director appointed in the particular circumstances in this

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case. I believe therefore that it is in the interests of all shareholders for me to step down at this time and not seek re election at the AGM.

I have reached this decision after much careful thought. I respect that the board has engaged in this debate openly, honestly and with the interests of shareholders front of mind. As we always do. I wish you, the board and the company all the best in the coming months and years and will of course be watching your progress with much interest.

Kind regards,

Justin King

Sent from my iPad

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Exhibit 99.2

Staples, Inc.  Nominates Kunal S. Kamlani to Board of Directors

FRAMINGHAM, Mass., April 10, 2015 — Staples, Inc. (Nasdaq: SPLS) today announced that it has nominated Kunal S. Kamlani for election to the Board of Directors at the 2015 Annual Meeting.

Mr. Kamlani served as President and Chief Operating Officer of Prestige Cruise Holdings, the parent company of Oceania Cruises and Regent Seven Seas Cruises, from 2011 to 2014.  He also served as Chief Financial Officer at the company.  From 2010 to 2011, Mr. Kamlani served as head of the Global Investment Solutions division of Bank of America/Merrill Lynch. Prior to that, Mr. Kamlani served as Managing Director and Chief Operating Officer of Smith Barney. He is a member of the Board of Sears Holdings Corporation and serves on the audit committee.

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.

“We have an extremely strong board with extensive skills and experience in areas including integration, strategic planning, e-commerce and operations,” said Ron Sargent, Staples’ chairman and chief executive officer. “We look forward to working with Kunal, and we are confident he will help us continue to build value for our stockholders through our reinvention and the acquisition of Office Depot. We will continue to work to close the Office Depot transaction and prepare for a seamless integration.”

Jeff Smith, CEO of Starboard, stated, “We are appreciative of the productive relationship we have had with Staples and are pleased to have worked constructively with Staples’ Board and management to add Kunal to the Board. We look forward to continued value creation at Staples, and

we believe Kunal’s skills and experience will help the Board as it continues to focus on Staples’ strategic priorities.”

The company also announced that Justin King has decided not to stand for re-election to the Board at the 2015 Annual Meeting. In communicating his decision, Mr. King cited his disagreement with the decision to reach an agreement with Starboard.

“On behalf of Staples, I want to thank Justin for his contributions to the company,” Sargent said. “His leadership over the last seven years has been valuable as we’ve transformed the company, and I wish him the best in the future.”

Staples continually reviews Board composition and adds new leaders and skills to properly complement the skills and background of existing members and ensure the interests of all stockholders. As previously announced, Staples will also add two Office Depot directors upon completion of the Office Depot transaction.

About Staples

Staples makes it easy to make more happen with more products and more ways to shop. Through its world-class retail, online and delivery capabilities, Staples lets customers shop however and whenever they want, whether it’s in-store, online or on mobile devices. Staples offers more products than ever, such as technology, facilities and breakroom supplies, furniture, safety supplies, medical supplies, and Copy and Print services. Staples also offers free shipping for Staples Rewards Members, in most cases overnight. Headquartered outside of Boston, Staples operates in North and South America, Europe, Asia, Australia and New Zealand. More information about Staples (SPLS) is available at www.staples.com.

About Starboard Value LP

Starboard Value LP is a New York-based investment adviser with a focused and fundamental approach to investing in publicly traded U.S. companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.

Additional Information

Staples will be filing with the SEC and mailing to its stockholders a proxy statement relating to the election of directors, including Mr. Kamlani, at its 2015 Annual Meeting. The proxy statement will contain important information about Staples and its director nominees. Stockholders are urged to read the proxy statement carefully when it is available. Stockholders and other interested persons will be able to obtain free copies of the proxy statement through the website maintained by the SEC at www.sec.gov and through Staples’ own website at http://investor.staples.com. Staples and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the 2015 Annual Meeting. Information regarding Staples’ directors and executive officers is contained in Staples Form 10-K for the year ended January 31, 2015 and its proxy statement dated April 11, 2014, which are filed with the SEC.