ODP Corp — Proxy Solicitation & Information Statement 2017

Jun 9, 2017

DEFA14A 1 d304677ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

OFFICE DEPOT, INC.

(Exact Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required
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	(1)	Title of each class of securities to which transaction applies:
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fee is calculated and state how it was determined):
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☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
	(1)	Amount previously paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing party:
	(4)	Date Filed:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on July 20, 2017.

| | Meeting Information Meeting Type: Annual Meeting For holders as of: June 1, 2017 Date: July 20, 2017 Time: 9:00 a.m., Local Time Location: Boca Raton Marriott at Boca Center 5150 Town Center Circle Boca Raton, Florida
33486 |
| --- | --- |
| OFFICE DEPOT, INC. 6600
NORTH MILITARY TRAIL BOCA RATON, FL 33496 | |
| ● | You are receiving this communication because you hold shares in the
company named above. This is not a ballot. You cannot use this notice to vote these
shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse
side). We encourage you to access and review all of the important information
contained in the proxy materials before voting. |
| | See the reverse side of this
notice to obtain proxy materials and voting instructions. |

— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT FORM 10-K
How to View Online:
Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods
to make your request:
1) BY
INTERNET : www.proxyvote.com
2) BY
TELEPHONE : 1-800-579-1639
3) BY
E-MAIL* : sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to
this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before July 6, 2017 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

●
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by
requesting a paper copy of the materials, which will include a proxy card.

Voting Items
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” PROPOSALS 1, 2, 3 AND 4 AND “1 YEAR” ON
PROPOSAL 5.
1.	Proposal to elect eight (8) members of the Office Depot, Inc. board of directors for the term described in the proxy statement.	2.	Proposal to ratify the appointment by Office Depot, Inc.’s audit committee of Deloitte & Touche LLP as Office Depot’s independent registered public accounting fi rm for the current
year.
	Nominees
	1a. Gerry P. Smith 1b. Kristin A. Campbell 1c. Cynthia T. Jamison 1d. V. James Marino 1e. Francesca Ruiz de Luzuriaga 1f. David M. Szymanski 1g. Nigel Travis 1h. Joseph S. Vassalluzzo	3. 4. 5.	Proposal to approve the Office Depot 2017 Long-Term Incentive Plan. Proposal to hold an advisory vote approving Office Depot’s executive
compensation. Proposal to hold an advisory vote on the frequency
of holding an advisory vote on Office Depot’s executive compensation. Other Matters: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any
adjournment thereof.