OfficeMax 2006 Annual Report Download - page 16

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12
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 shareholdersinlieuof 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 20, Quarterly Results of Operations (unaudited), ofthe Notes to
Consolidated Financial Statements in“Item 8.FinancialStatements andSupplementary Data” of this
Form10-K. We expect to continue the practice ofpaying regular cashdividends in 2007. Information
concerning restrictionson the payment of dividends is included in Note 13, Debt, of the Notes to
Consolidated Financial Statements in“Item 8.FinancialStatements andSupplementary Data” and in
Liquidity and Capital Resources in“Item 7. Management’s Discussion and Analysis of Financial
Condition and Results ofOperations”of this Form 10-K. The approximate number of common
shareholders, based upon actual record holders onFebruary 24, 2007, was 19,899.
We maintain a corporate governance page on our website that includes key information about
ourcorporate governance initiatives. That information includes ourCorporate Governance Guidelines,
Code of Ethics and charters for our Audit, Executive Compensation and Governance and Nominating
Committees, as well as our Committee ofOutside Directors. The corporategovernancepage can be
found at www.officemax.com, by clicking on “About us,” “Investors” and then “Corporate
Governance.” You alsomay obtain copies ofthese policies and codes by contacting ourInvestor
Relations Department, 263 Shuman Boulevard, Naperville, Illinois 60563,or by calling (630) 864-6800.
Information concerning securities authorized for issuance under our equity compensation plans 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 rightfor each common share held. The rights
become exercisable ten daysafter a person or group acquires 15% of ouroutstanding voting
securities or ten businessdays 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 thesesecurities.
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 buycommonstock 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
purchaseprice. The rights are nonvoting and may be redeemed by the Company for one cent per
rightatany time prior to the tenth day after an individualor group acquires 15% of ourvoting 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 Agreementwhich is an exhibit to this
Form 10-K.