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June 26, 2013 /PRNewswire/ -- Starboard Value LP (together with its affiliates, "Starboard"), the largest common shareholder of Office Depot, Inc. (NYSE: ODP) ("Office Depot" or the "Company"), with a 14.8% ownership stake, announced today that it is pleased that the
Delaware Chancery Court (the "
Delaware Court") has ordered Office Depot to hold its 2013 Annual Meeting on
August 21, 2013 absent certain, limited circumstances. Starboard filed a complaint on
June 12, 2013 requesting the
Delaware Court compel Office Depot to promptly hold its 2013 Annual Meeting for the election of directors in accordance with
Delaware law since it had been more than 13 months since Office Depot's last such meeting. Starboard had been pressing Office Depot for several months to schedule its 2013 Annual Meeting and commenced a consent solicitation to remove several existing directors in favor of Starboard's nominees when it became apparent the Company would continue to indefinitely delay holding its annual election of directors. On
June 17, 2013, in clear reaction to Starboard's lawsuit, Office Depot finally announced it will hold its 2013 Annual Meeting on
August 21, 2013.
Contrary to a statement by Neil Austrian, Chairman and Chief Executive Officer of Office Depot, in the Company's press release issued yesterday, Office Depot refused to advise Starboard of its intention to schedule the 2013 Annual Meeting, thereby forcing Starboard to commence proceedings to compel an annual meeting under
Delaware law. Only after commencement of the
Delaware action did Office Depot suddenly announce the scheduled date for its 2013 Annual Meeting. Starboard attempted to obtain Office Depot's voluntary agreement to a stipulation that would prevent Office Depot from unilaterally delaying or postponing the 2013 Annual Meeting any further. After Office Depot refused to agree to such a stipulation, Starboard proceeded to file a motion seeking a court order to such effect since it could not trust the Board to adhere to the
August 21, 2013 date.
As a result of the court order obtained by Starboard, the Company cannot unilaterally postpone or delay the Annual Meeting any further, and shareholders will finally have the opportunity to elect directors on
August 21, 2013, close to four months after Office Depot has historically held its annual meeting.
Based upon the court order, Starboard also announced today it has decided to forego its consent solicitation and instead seek the election of four of its highly-qualified candidates,
Cynthia T. Jamison,
Robert L. Nardelli,
Jeffrey C. Smith and
Joseph S. Vassalluzzo, at the upcoming 2013 Annual Meeting. Starboard intends to file its proxy materials with the Securities & Exchange Commission in the coming days.
While Starboard is in favor of the OfficeMax Merger, it continues to strongly believe that the Office Depot Board must be significantly enhanced now with new, highly-qualified directors to (i) immediately improve the current operating performance of the business on a stand-alone basis and to be in position to maximize the longer term synergies with OfficeMax, if the OfficeMax Merger is approved, and (ii) contribute the most highly qualified directors to the combined Company's Board if and when the Office Max Merger is consummated.