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Starboard Files Definitive Proxy Materials To Elect Four Highly Qualified Director Nominees To The Office Depot Board Of Directors At Upcoming Annual Meeting

Stocks in this article: ODP

NEW YORK, July 23, 2013 /PRNewswire/ -- Starboard Value LP (together with its affiliates, "Starboard"), the largest shareholder of Office Depot, Inc. (NYSE:ODP) ("Office Depot" or the "Company") with approximately 14.6% of the outstanding common stock of the Company, announced today that it has filed definitive proxy materials with the Securities and Exchange Commission in connection with the Company's 2013 Annual Meeting and has delivered a letter to the shareholders of Office Depot.

Starboard is urging shareholders to elect its four highly qualified nominees, Cynthia Jamison, Robert Nardelli, Jeffrey Smith and Joseph S. Vassalluzzo, to serve on the Company's board of directors at the upcoming 2013 Annual Meeting.

The full text of the letter follows:

July 23, 2013

Dear Fellow Office Depot Shareholders,

Starboard's Interests are Directly Aligned with Shareholders

It is Time to Vastly Upgrade Office Depot's Board of Directors

Vote the GOLD Proxy Card Today!

Starboard Value LP, together with its affiliates ("Starboard"), currently owns approximately 14.6% of the outstanding common shares of Office Depot, Inc. ("Office Depot" or the "Company"), making us Office Depot's largest shareholder.  Additionally, pro forma for the proposed merger (the "OfficeMax Merger") between Office Depot and OfficeMax Incorporated ("OfficeMax"), we believe Starboard would be the largest shareholder of the combined company.  We have nominated four highly-qualified director candidates – Cynthia Jamison, Robert Nardelli, Jeffrey Smith, and Joseph S. Vassalluzzo – to replace four current incumbent Office Depot directors – Thomas Colligan, Marsha Evans, Eugene Fife, and Scott Hedrick – at the upcoming 2013 annual meeting of shareholders (the "2013 Annual Meeting).  We believe that each of our nominees is uniquely qualified to oversee and govern Office Depot and has the skill-sets necessary to substantially improve the operating performance and value of Office Depot.  We further believe it would be difficult for anyone to argue that our director candidates are not collectively much more highly qualified and more experienced than the four incumbent directors we are seeking to replace.   As the largest shareholder of Office Depot, we only want what is best for the Company and its shareholders, which includes addressing the severe challenges with the current strategy and significantly improving Office Depot's persistently poor operating performance.

Until the OfficeMax Merger is completed, Office Depot will continue to operate as a stand-alone company.  We are in favor of the OfficeMax Merger, but it is still subject to antitrust approval.  Office Depot has historically held its annual meeting of shareholders towards the end of April.  OfficeMax held its annual meeting as per usual at the end of April.  Office Depot used stall tactics to delay announcing a date for its 2013 Annual Meeting until we filed a complaint with the Delaware Chancery Court to compel the annual meeting under Delaware law.  Shareholders are entitled to choose the best possible board of directors to represent their interests and, we believe, it is necessary to significantly improve Office Depot's board of directors (the "Board") for three primary reasons:

1)  Should the OfficeMax Merger not be completed for any reason, shareholders absolutely need a vastly improved Board;

2)  During the pendency of the OfficeMax Merger, many key decisions will likely be made including, most notably, the potential selection of the new CEO for the combined company.  Shareholders need a much improved Board to help ensure the best, most qualified CEO is chosen; and

3)  Office Depot will be designating five directors to serve on the combined company board and Starboard's director candidates, if elected, would be among the Office Depot directors with the most retail operating experience and relevant expertise, and therefore, we believe, should be among the designees to any combined company board and have an opportunity to directly shape the future of any combined entity.

We would appreciate your support as we work hard to try and protect and enhance the value of our collective Company through the election of a better and more qualified Board.

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