Boca Raton, Fla. -- Office Depot is making a public offer to its largest shareholder, Starboard Value LLP, to settle a dispute about who should serve on its board of directors. In a press release, Office Depot said that if CEO Selection Committee members Tom Colligan and Marsha Evans are re-elected, the company would immediately invite to its board of directors any of the three Starboard nominees recommended by proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis who are not elected.
Starboard is recommending its own slate of nominees for election at the Office Depot annual meeting which will be held Aug. 21. Starboard has voiced concerns about the direction of the planned Office Depot-OfficeMax merger, expected to close by the end of this year. Office Depot says that if Starboard accepts its compromise the board will increase its size, as required, immediately following the annual shareholders meeting to accommodate the additional director nominees recommended by the two advisory firms.
“We have listened carefully to Office Depot shareholders and understand that they are supportive of adding new perspectives to the board,” said Neil Austrian, chairman and CEO of Office Depot. “At the same time, shareholders are also telling us that they do not want this election to impede the progress made by the CEO Selection Committee, which includes director nominees Marsha Evans and Tom Colligan. We believe that maintaining the integrity of the Selection Committee and the progress they have made are of paramount importance.”