8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): February 14, 2020

OFFICE DEPOT, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-10948	59-2663954
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6600 North Military Trail, Boca Raton, FL	33496
(Address of Principal Executive Offices)	(Zip Code)

(561) 438-4800

(Registrant’s Telephone Number, Including Area Code)

Former Name or Former Address, If Changed Since Last Report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Common Stock, par value $0.01 per share	ODP	The NASDAQ Stock Market
		(NASDAQ Global Select Market)

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.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On February 14, 2020, V. James Marino and Nigel Travis, members of the Board of Directors (the “Board”) of Office Depot, Inc. (the “Company”), separately notified the Company that they will not stand for reelection at the Company’s 2020 annual meeting of shareholders (the “Annual Meeting”). Messrs. Marino and Travis will continue to serve as directors of the Company until the expiration of their terms at the Annual Meeting. Each of Messrs. Marino’s and Travis’ decisions not to stand for reelection to the Board was not based upon any disagreements with the Company or on any matters relating to the Company’s operations, policies or practices as contemplated by Item 5.02(a) of Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit 99.1	Press Release of Office Depot, Inc., dated February 20, 2020.
Exhibit 104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OFFICE DEPOT, INC.
Date: February 20, 2020	/s/ N. David Bleisch
	Name:	N. David Bleisch
	Title:	EVP, Chief Legal & Administrative Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

CONTACTS:
Tim Perrott	Danny Jovic
Investor Relations	Media Relations
561-438-4629	561-438-1594
Tim.Perrott@officedepot.com	Danny.Jovic@officedepot.com

Office Depot Announces Upcoming Changes to Board of Directors

Boca Raton, FL, February 20, 2020 – Office Depot, Inc. (NASDAQ: ODP), a leading B2B integrated distribution platform of business services, products and technology solutions, today announced V. James Marino and Nigel Travis have decided not to stand for re-election to Office Depot’s Board of Directors at the company’s upcoming annual meeting of shareholders to be held in 2020.

Mr. Marino, the former President and Chief Executive Officer of Alberto-Culver Company, will be leaving the Board after serving as a director of the company for over seven years. Mr. Marino also served as a director of OfficeMax Incorporated before it merged with the company in 2013. During his tenure on the Board, Mr. Marino served on several board committees and currently serves as chair of the compensation committee.

Mr. Travis, Chairman of Dunkin’ Brands Group Inc., will be leaving the Board after serving as a director of the company for over eight years. During his tenure on the Board, Mr. Travis previously served as a Lead Director and served on several board committees, including as immediate past chair of the corporate governance and nominating committee.

“We were fortunate to have these distinguished individuals serve as directors during the past several years and thank them for the expertise and leadership they brought to the Board,” said Joseph S. Vassalluzzo, Office Depot’s Non-Executive Chairman of the Board. “We also thank them for their contributions to the successful integration of Office Depot and OfficeMax.”

About Office Depot, Inc.

Office Depot, Inc. (NASDAQ: ODP) is a leading provider of business services, products and technology solutions to small, medium and enterprise businesses, through a fully integrated B2B distribution platform of approximately 1,300 stores, online presence, and dedicated sales professionals and technicians. Through its banner brands Office Depot^®, OfficeMax^®, CompuCom^® and Grand&Toy^®, as well as others, the Company offers its customers the tools and resources they need to focus on their passion of starting, growing and running their business. For more information, visit news.officedepot.com and follow @officedepot on Facebook, Twitter and Instagram.

Office Depot is a trademark of The Office Club, Inc. OfficeMax is a trademark of OMX, Inc. CompuCom is a trademark of CompuCom Systems, Inc. Grand&Toy is a trademark of Grand & Toy, LLC in Canada. ^©2020 Office Depot, Inc. All rights reserved. Any other product or company names mentioned herein are the trademarks of their respective owners.

XML

Document and Entity Information	Feb. 14, 2020
Cover [Abstract]
Entity Registrant Name	OFFICE DEPOT INC
Amendment Flag	false
Entity Central Index Key	0000800240
Document Type	8-K
Document Period End Date	Feb. 14, 2020
Entity Incorporation State Country Code	DE
Entity File Number	1-10948
Entity Tax Identification Number	59-2663954
Entity Address, Address Line One	6600 North Military Trail
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33496
City Area Code	(561)
Local Phone Number	438-4800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	ODP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false