OfficeMax 2006 Annual Report Download - page 103

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99
Information concerning the procedures by which security holders may recommend nominees to
our Board of Directors is set forth under the caption “Shareholder Nominations for Directors” in our
proxy statement and is incorporated by reference.
Information concerning compliance with Section 16of the Securities Exchange Act of 1934 is set
forth under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in our proxy
statement and is incorporated by reference.
We have adopted a Code of Ethics that applies to all OfficeMax employees and directors,
including ourseniorfinancial officers.Copies of the Code are available,free of charge, onour website
at www.officemax.com, by clicking on “Aboutus,” “Investors” and then “Code of Ethics.” You also
may obtain copies of this Code by contacting our Investor Relations Department, 263 Shuman
Boulevard, Naperville, Illinois 60563, or by calling 630/864-6800. If we amend or grant a waiver of one
or more of the provisions of our Code of Ethics, we intend to disclose such amendments or waivers by
posting the required informationonour website at the address above.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning compensation of OfficeMax’s executive officers and directors for theyear
ended December 30, 2006, is presented under the captions “Compensation Discussion and
Analysis,” “Summary CompensationTable,” “Award Tables,” “Other Compensation and Benefit
Plans,” “Estimated Current Valueof Change in Control Benefits,” “Estimated Termination Benefits,”
and “Director Compensation” in our proxy statement. This informationisincorporated by reference.
Information regarding compensation committee interlocks is presented under the caption
“Compensation CommitteeInterlocks and Insider Participation” in our proxy statement. This
information is incorporated by reference. The report of our Executive Compensation Committee can
be found under the caption “Compensation Committee Report” in our proxy. This information is
incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
(a) Information concerning the security ownership ofcertain beneficial owners as of December 30,
2006,is set forth under the caption “Stock Ownership—Ownership ofMore Than 5% of OfficeMax
Stock” in our proxy statement and is incorporated by reference.
(b) Information concerning the security ownership ofmanagement as of December 30, 2006, is set
forth underthe caption“Stock Ownership—Directors and Executive Officers” in our proxy
statement and is incorporated by reference.
(c) Our shareholders have approved all of the company’s equity compensation plans, including the
Director Stock Compensation Plan (the “DSCP”) and 2003 OfficeMax Incentive and Performance
Plan (the “2003 Plan”), formerlythe Boise Incentive and Performance Plan. These plans are
designed to further align our directors’ and management’s interests with the Company’s long-
term performance and the long-term interests of ourshareholders. In December 2003, our
shareholders also approved an amendment increasing the number of shares of commonstock
available for issuance under the 2003 Plan. The following table summarizes the number of shares
of our common stock that may be issued under our equity compensation plans as of
December 30,2006.