OfficeMax 2007 Annual Report Download - page 101

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Mr. Vero previously served as executive vice president, merchandising and marketing of
OfficeMax, Inc., beginning in 2001 and executive vice president, e-commerce/direct of
OfficeMax, Inc.
Information concerning our Audit Committee and our Audit Committee financial expert is set
forth under the caption ‘‘Audit Committee Report’’ in our proxy statement and is incorporated by
reference.
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 16 of 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 our senior financial officers. Copies of the Code are available, free of charge, on our
website at www.officemax.com, by clicking on ‘‘About us,’’ ‘‘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 information on our website at the address above.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning compensation of OfficeMax’s executive officers and directors for the
year ended December 29, 2007, is presented under the captions ‘‘Compensation Discussion and
Analysis,’’ ‘‘Summary Compensation Table,’’ ‘‘Award Tables,’’ ‘‘Other Compensation and Benefit
Plans,’’ ‘‘Estimated Current Value of Change in Control Benefits,’’ ‘‘Estimated Termination Benefits,’’
and ‘‘Director Compensation’’ in our proxy statement. This information is incorporated by reference.
Information regarding compensation committee interlocks is presented under the caption
‘‘Compensation Committee Interlocks 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 ‘‘Executive 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 of certain beneficial owners as of December 29,
2007, is set forth under the caption ‘‘Stock Ownership—Ownership of More Than 5% of
OfficeMax Stock’’ in our proxy statement and is incorporated by reference.
(b) Information concerning the security ownership of management as of December 29, 2007, is set
forth under the 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’’), formerly the 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 our shareholders. In
December 2003, our shareholders also approved an amendment increasing the number of
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