This Day On The Street
Continue to site
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here

The Deal: Office Depot Settles Proxy Battle

NEW YORK ( TheStreet) -- Office Depot (ODP - Get Report) has settled with an activist shareholder hours before its annual meeting, agreeing to let Starboard Value place three directors on the retailer's board and help shape the company's planned merger with OfficeMax (OMX).

Boca Raton, Fla.-based Office Depot said that as part of the settlement Starboard nominees Cynthia Jamison, Jeffrey Smith and Joseph Vassalluzzo would join the board following its Wednesday annual meeting.

Office Depot will expand the board from 10 to 11 to accommodate the nominees, with current directors Marsha J. Evans and W. Scott Hedrick set to resign after the annual meeting concludes.

New York-based hedge fund Starboard, which owns about 14.6% of Office Depot, in April began the process of seeking a shareholder consent solicitation to restructure the Office Depot board. The fund said at the time that while it supports Office Depot's planned $1.2 billion merger with rival OfficeMax, it does not trust the Office Depot board to manage the company.

As part of the settlement, Office Depot has committed to appointing new director Vassalluzzo, the one-time vice chairman of office supply rival Staples Inc., to a board committee that will pick the CEO of a merged Office Depot and OfficeMax. Should the merger close as expected, Office Depot has pledged that both Smith and Vassalluzzo will continue as directors at the combined entity.

Starboard as a result has agreed to withdraw its proxy solicitation and has committed to vote its shares in support of Office Depot's nominees.

Smith, who is CEO of Starboard, said, "We look forward to working together with the Office Depot Board with the common goal of maximizing value for all shareholders through the OfficeMax transaction and the CEO selection process."

Neil Austrian, chairman and CEO of Office Depot, said the agreement will clear the way for the chain to focus on its business and the potential merger.

"The resolution will allow us to continue our progress and momentum in our proposed merger with OfficeMax," Austrian said. "Integration planning and the CEO search are already well underway and the merger is on track to close on or before year-end."
1 of 2

Check Out Our Best Services for Investors

Action Alerts PLUS

Portfolio Manager Jim Cramer and Director of Research Jack Mohr reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

David Peltier uncovers low dollar stocks with serious upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
14-Days Free
Only $9.95
14-Days Free
Dividend Stock Advisor

David Peltier identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Real Money

More than 30 investing pros with skin in the game give you actionable insight and investment ideas.

Product Features:
  • Access to Jim Cramer's daily blog
  • Intraday commentary and news
  • Real-time trading forums
Only $49.95
14-Days Free
14-Days Free
ODP $5.94 0.00%
AAPL $93.24 0.00%
FB $117.81 0.00%
GOOG $701.43 0.00%
TSLA $211.53 0.00%


Chart of I:DJI
DOW 17,660.71 +9.45 0.05%
S&P 500 2,050.63 -0.49 -0.02%
NASDAQ 4,717.0940 -8.5450 -0.18%

Free Reports

Top Rated Stocks Top Rated Funds Top Rated ETFs