, 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
proxy card to elect three of Starboard's highly qualified nominees,
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
to elect all four of Starboard's highly qualified nominees,
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
"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."