OfficeMax 2005 Annual Report Download - page 16

PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is listed on the New York Stock Exchange (the ‘‘Exchange’’). The Exchange
requires each listed company to distribute an annual report to its shareholders. We are distributing
this Form 10-K to our shareholders in lieu of a separate annual report. The reported high and low
sales prices for our common stock, as well as the frequency and amount of dividends paid on such
stock, are included in Note 22, Quarterly Results of Operations (unaudited), of the Notes to
Consolidated Financial Statements in ‘‘Item 8. Financial Statements and Supplementary Data’’ of
this Form 10-K. We expect to continue the practice of paying regular cash dividends in 2006.
Information concerning restrictions on the payment of dividends is included in Note 15, Debt, of the
Notes to Consolidated Financial Statements in ‘‘Item 8. Financial Statements and Supplementary
Data’’ and in Liquidity and Capital Resources in ‘‘Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations’’ of this Form 10-K. The approximate number of
common shareholders, based upon actual record holders on February 25, 2006, was 20,700.
We maintain a corporate governance page on our website that includes key information about
our corporate governance initiatives. That information includes our Corporate Governance
Guidelines, Code of Ethics and charters for our Audit, Executive Compensation and Governance
and Nominating Committees, as well as our Committee of Outside Directors. The corporate
governance page can be found at www.officemax.com, by clicking on ‘‘About us,’’ ‘‘Investors’’ and
then ‘‘Corporate Governance.’’ You also may obtain copies of these policies and codes by
contacting our Corporate Communications Department, 150 Pierce Road, Itasca, Illinois 60143, or
by calling 630/438-7800.
Information concerning securities authorized for issuance under our equity compensation plan
is included in ‘‘Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters’’ of this Form 10-K.
Shareholder Rights Plan
We have had a shareholder rights plan since January 1986. Our current plan, as amended and
restated, took effect in December 1998. At that time, the rights under the previous plan expired, and
we distributed to our common stockholders one new right for each common share held. The rights
become exercisable ten days after a person or group acquires 15% of our outstanding voting
securities or ten business days after a person or group commences or announces an intention to
commence a tender or exchange offer that could result in the acquisition of 15% of these securities.
Each full right, if it becomes exercisable, entitles the holder to purchase one share of common
stock at a purchase price of $175 per share, subject to adjustment. Upon payment of the purchase
price, the rights may ‘‘flip in’’ and entitle holders to buy common stock or ‘‘flip over’’ and entitle
holders to buy common stock in an acquiring entity in such amount that the market value is equal
to twice the purchase price. The rights are nonvoting and may be redeemed by the Company for
one cent per right at any time prior to the tenth day after an individual or group acquires 15% of
our voting stock, unless extended. The rights expire in 2008. On January 18, 2006, the Company
announced that the board of directors voted not to seek an extension of the shareholder rights plan
when it expires in 2008. Additional details are set forth in the Renewed Rights Agreement which is
an exhibit to this Form 10-K.
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