April 22, 2013
/PRNewswire/ -- Starboard Value LP (together with its affiliates, "Starboard"), the largest common stockholder of Office Depot, Inc. (NYSE:
) ("Office Depot" or the "Company"), with a 14.8% ownership stake, announced today that it has delivered a letter to the Board of Directors of Office Depot (the "Board"). In the letter, Starboard expressed strong disappointment at the Board's failure to work constructively with Starboard to reconstitute the Board. Starboard stated that it is uncomfortable with the execution and experience of the current Board and is, therefore, seeking to add to the Board a number of individuals with significant retail operating experience who are far more qualified than the majority of the existing Board. Starboard noted that while it is in favor of the proposed merger with OfficeMax Incorporated ("OfficeMax"), it still feels it is critically important to substantially improve the Board as soon as possible to ensure that the Company is fully prepared to succeed as a stand-alone entity should the merger not close and be a stronger merger partner for the combined company should the merger be consummated. The letter also pointed out that it has become clear that the Company has no intention of holding the 2013 Annual Meeting of stockholders in a timely manner. Accordingly, conducting a consent solicitation is the only alternative available to Starboard at this time for providing stockholders with an opportunity to elect directors whom they believe will serve and protect their best interests in the boardroom. Starboard concluded that it would consider possibly foregoing its consent solicitation if the Board immediately commits to a framework that would provide for the addition of its highly-qualified candidates to the Board.
The full text of the letter is below followed by the biographies of Starboard's highly-qualified director candidates: