Aug 21 Office Depot Inc said on
Wednesday it had agreed to allow three executives nominated by
its largest shareholder Starboard Value LP to sit on the board
of directors, staving off proxy solicitation by the activist
investor hedge fund.
Starboard Value, which holds a 14.6 percent stake in Office
Depot, had initially nominated six members to the board of the
second-largest U.S. office supply retailer, citing the lack of
experience among current board members.
Hours before its annual shareholders meeting, Office Depot
said in a statement it had reached a settlement with Starboard
on the structure of the board.
Office Depot said three of Starboard's nominees - Cynthia
Jamison, Jeffrey Smith, and Joseph Vassalluzzo - will now join
its board, and Starboard would in return withdraw its proxy
The announcement did not mention a standstill provision that
would prevent Starboard from nominating directors until 2014.
The retailer revealed plans in February to buy smaller rival
OfficeMax in an all-stock deal worth $937.2 million.
They have not yet decided on the combined entity's name,
headquarters or CEO. The companies are awaiting regulatory and