On January 24, 2017, the Board of Directors of Staples, Inc. (the “Company”) amended and restated the Company’s by-laws to reduce the percentage of outstanding stock required for stockholders to call a special meeting from 25% to 15%. Article I, Section 2.2 of the amended and restated by-laws permits eligible holders (as defined therein) of at least 15% of the outstanding shares of common stock of the corporation at the time of the request, to call a special meeting of stockholders, subject to the requirements set forth in the amended and restated by-laws. The Board of Directors has adopted these amendments in response to a shareholder proposal that received majority support at the June 2016 Annual Meeting of Stockholders, and after carefully considering the perspectives conveyed directly by shareholders as part of ongoing engagement.

Along with the amendments described above, the Board has also amended Article III, Sections 8.1 and 8.2 to clarify that the Chairperson of the Board position is separate from the position of chief executive officer of the Company, in accordance with our Corporate Governance Guidelines which generally provide that the Board intends to elect a Chairperson who is an Independent Director whenever possible. The amended and restated by-laws, which were also revised to be gender neutral, are effective immediately.

The foregoing description is qualified in its entirety by reference to the amended and restated by-laws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 24, 2017, the Company issued a press release announcing the by-law amendments described above. A copy of the press release is attached as Exhibit 99.1 attached hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The exhibits listed on the Exhibit Index immediately preceding such exhibits are filed (in the case of Exhibit 3.1) or furnished (in the case of Exhibit 99.1) as part of this Current Report on Form 8-K.

About STAPLES, INC. (NASDAQ:SPLS)

Staples, Inc. is a provider of products and services for business customers and consumers. The Company offers a selection of products, Websites and mobile platforms, and a range of copy, print and technology services. The Company operates through three business segments, which include North American Stores & Online, North American Commercial and International Operations. The North American Stores & Online segment includes its retail stores and Staples.com businesses in the United States and Canada. The North American Commercial segment consists of the United States and Canadian businesses that sell and deliver products and services directly to businesses, including Staples Advantage and Quill.com. The International Operations segment consists of businesses in approximately 25 countries in Europe, Australia, South America and Asia. It serves businesses of all sizes and consumers in North America, Europe, Australia, South America and Asia.

STAPLES, INC. (NASDAQ:SPLS) Recent Trading Information

STAPLES, INC. (NASDAQ:SPLS) closed its last trading session up +0.13 at 9.40 with 5,411,279 shares trading hands.