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Starboard Comments On Office Depot's Commitment To Appoint Starboard Nominees To The Board Only If CEO Selection Nominees Are Re-Elected

Stocks in this article: ODP

NEW YORK, Aug. 14, 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, commented today on Office Depot's statement that it would invite Starboard's nominees recommended by the leading proxy advisory firms to join the board of directors of Office Depot (the "Board") only if Office Depot's CEO Selection Committee nominees are re-elected. 

Starboard has received strong support from the two leading independent proxy voting advisory firms, Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co., LLC (Glass Lewis). Both firms have recommended that shareholders vote for Board change at Office Depot on Starboard's GOLD proxy card at the upcoming Annual Meeting on August 21, 2013. 

"As has been the case throughout this delayed election contest, we have attempted on numerous occasions to work constructively with the Company," stated Jeffrey C. Smith, Managing Member, Chief Executive Officer and Chief Investment Officer of Starboard Value. "We stand willing to have appropriate and professional discussions to seek to reach an agreement to work together.  Unfortunately, the Company continues to be unwilling to have a meaningful dialogue.  Office Depot's statement is a flawed and unprofessional attempt to make a unilateral deal with shareholders without working constructively with the Company's largest shareholder.  We urge shareholders to pay no heed to the Company's unprofessional tactics and to vote their shares on the GOLD proxy card so we can give ourselves the highest probability of unlocking value at Office Depot for years to come."

Mr. Smith continued, "It is neither the right decision nor proper governance to insist on keeping less qualified and underperforming Board members just because the Board has chosen to trust these people with an incredibly important decision-making position on the CEO Selection Committee.  In fact, it is that kind of poor judgment that makes meaningful improvement of the Board at this time so critically important." 

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