ODP Corp — Proxy Solicitation & Information Statement 2019

Mar 20, 2019

DEFA14A 1 d684674ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Amendment No. )

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):

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☐	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
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	(2)	Form, Schedule or Registration Statement No.:
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	(4)	Date Filed:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 7, 2019.

	Meeting Information Meeting Type: Annual Meeting For holders as of: March 11, 2019 Date: May 7, 2019 Time: 9:00 a.m., EDT Location: Embassy Suites by Hilton Boca Raton 661 NW 53rd Street Boca Raton, FL 33487
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 or by mail. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy or
email 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:
1. NOTICE AND PROXY STATEMENT 2. ANNUAL
REPORT
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 or proxy materials relating to future security holder meetings, 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 April 23, 2019 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.
1.	Proposal to elect eight (8) members of the Office Depot, Inc. board of directors for the term described in the proxy statement.	2.	To ratify the appointment of Deloitte & Touche LLP as Office Depot, Inc.’s independent registered public accounting firm for fiscal year 2019.
	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.	To approve the Office Depot, Inc. 2019 Long-Term Incentive Plan. To approve, in a non-binding vote, Office Depot, Inc.’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 or postponement thereof.