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TheStreet Open House

Institutional Shareholder Services (ISS) Recommends Office Depot Shareholders Vote The GOLD Proxy Card To Elect Starboard Nominees At Upcoming Annual Meeting

NEW YORK, Aug. 9, 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 Institutional Shareholder Services (ISS), a leading independent proxy voting advisory firm, has recommended that Office Depot shareholders vote on Starboard's GOLD proxy card to elect three of Starboard's highly qualified nominees, Cynthia Jamison, Jeffrey Smith and Joseph S. Vassalluzzo. ISS recommended that Office Depot shareholders "DO NOT VOTE" on the Company's white proxy card.

Starboard urges all Office Depot shareholders to follow ISS' recommendation for change on the Office Depot Board. Vote the GOLD proxy card TODAY to elect all four of Starboard's highly qualified nominees, Cynthia Jamison, Robert Nardelli, Jeffrey Smith and Joseph S. Vassalluzzo,

In reaching its conclusion, ISS performed a detailed analysis of both sides' positions in the election contest and, in particular, carefully considered, among other things, the Company's declining total shareholder return, "abysmal" operating performance, troubling 2010 CEO search process and current CEO search process, unresponsiveness to governance concerns, as well as the strong experience and qualifications of Starboard's nominees. ISS concluded that shareholders should vote on the GOLD proxy card saying:

"Hence, Office Depot is at a critical juncture -- the merger with OfficeMax, if consummated, could mark the beginning of a true turnaround for the company. However, for that turnaround to be successful, Office Depot needs the right leadership. Under the current board, as Starboard has demonstrated, the company has persistently underperformed, failed at managing a clean CEO search process, and been unresponsive to governance concerns shareholders have underscored through their low voting support for various ballot items over the past several years. For these reasons, it appears the dissidents have made a compelling case that a change at the board level is warranted."

"As such, the board could benefit from the skill sets of Joseph Vassalluzzo, Cynthia Jamison, and Jeffrey Smith -- which together offer relevant operating experience, substantial governance experience, and significant shareholder perspective."

Excerpts from ISS' Analysis & Recommendation

On Concluding that Change is Warranted on the Office Depot Board:

"The Company's performance has been poor for years -- both relative to peers Staples and OfficeMax and on an absolute basis.  The board's weakness extends beyond failure to oversee improvements in shareholder value and operating performance and into fundamental governance issues like committee representation and executive compensation. Lastly, the board has been overshadowed by doubts about its ability to run an effective and truly independent CEO search, a matter still highly relevant to the company today."

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