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Egan-Jones Recommends That Shareholders Vote On The White Proxy Card In Support Of All Office Depot Board Nominees

Office Depot, Inc. (NYSE:ODP), a leading global provider of office supplies and services, today announced that Egan-Jones Proxy Services, a leading independent proxy advisory firm, recommends that ODP shareholders vote on the WHITE proxy card for ALL of the Company’s board nominees – Neil R. Austrian, Justin Bateman, Thomas J. Colligan, Marsha J. Evans, Eugene V. Fife, W. Scott Hedrick, Kathleen Mason, Michael J. Massey, Raymond Svider and Nigel Travis – at the Company’s Annual Meeting of Shareholders on August 21, 2013.

In its analysis, Egan-Jones states “there is little question that the uncertainty introduced to the CEO search process by the proxy contest at this very delicate stage is extremely disruptive. The compromise proposed by the Company on August 13, 2013 is an important one and makes the most sense to us.” Further, Egan-Jones considered its belief that “the Company has made strides in addressing the challenges with the current strategy and significantly improving the Company's operating performance” in arriving at its voting recommendation.

“We are very pleased that independent proxy advisory firm Egan-Jones recommends that shareholders vote on the WHITE proxy card in support of all ten Office Depot director nominees at the upcoming annual meeting,” said Neil Austrian, Chairman and CEO of Office Depot. “As we said in our press release yesterday and as acknowledged by Egan-Jones in its analysis, we have proposed a compromise that would allow for additional shareholder perspective on the Board while not disrupting the integrity of the CEO Selection Committee and the progress they have made in the search process. We believe this is the best path forward and urge all Office Depot shareholders to vote the WHITE proxy card today.”

The Company also reiterated that the CEO Selection Committee has narrowed the selection process to five exceptional candidates it believes can best lead the combined business following the merger, with the goal of having a permanent CEO in place by September, and that integration planning in the proposed merger with OfficeMax is moving along as scheduled.

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