Office Depot 2012 Annual Report Download - page 48

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Item 9B. Other Information.
On February 19, 2013, the Company entered into a definitive merger agreement (the “Agreement”) with OfficeMax Incorporated
(“OfficeMax”), pursuant to which the Company and OfficeMax would combine in a tax-free, all-stock merger transaction. At the
effective time of the merger, the Company would issue 2.69 new shares of common stock for each outstanding share of OfficeMax
common stock. In addition, at the effective time of the merger, the Company’s board of directors will be reconstituted to include an
equal number of directors designated by the Company and OfficeMax. The parties’ obligations to complete the merger are subject to
several conditions, including, among others, approval by the shareholders of each of the two companies, the receipt of certain
regulatory approvals and other customary closing conditions.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Information concerning our executive officers is set forth in Part 1 — Item 1. “Business” of this Annual Report under the caption
“Executive Officers of the Registrant.”
Information required by this item with respect to our directors and the nomination process is contained in the proxy statement for ou
r
2013 Annual Meeting of Shareholders to be filed with the SEC (the “Proxy Statement”) under the heading “Election of Directors” and
is incorporated by reference in this Annual Report.
Information required by this item with respect to our audit committee and our audit committee financial experts is contained in the
Proxy Statement under the heading “Committees of Our Board of Directors – Audit Committee” and is incorporated by reference in
this Annual Report.
Information required by this item with respect to compliance with Section 16(a) of the Exchange Act is contained in the Proxy
Statement under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated by reference in this
Annual Report.
Our Code of Ethical Behavior is in compliance with applicable rules of the SEC that apply to our principal executive officer, ou
r
principal financial officer, and our principal accounting officer or controller, or persons performing similar functions. A copy of the
Code of Ethical Behavior is available free of charge on the “Investor Relations” section of our web site at www.officedepot.com. We
intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision o
f
this Code of Ethical Behavior by posting such information on our web site at the address and location specified above.
Item 11. Executive Compensation.
Information required by this item with respect to executive compensation and director compensation is contained in the Proxy
Statement under the headings “Compensation Discussion & Analysis” and “Director Compensation,” respectively, and is
incorporated by reference in this Annual Report.
The information required by this item with respect to compensation committee interlocks and insider participation is contained in the
Proxy Statement under the heading “Compensation Committee Interlocks and Insider Participation” and is incorporated by reference
in this Annual Report.
The compensation committee report required by this item is contained in the Proxy Statement under the heading “Compensation
Committee Report” and is incorporated by reference in this Annual Report.
The information required by this item with respect to compensation policies and practices as they relate to the Company’s ris
k
management is contained in the Proxy Statement under the heading “Board of Directors’ Role in Risk Oversight” and is incorporated
by reference in this Annual Report.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information required by this item with respect to security ownership of certain beneficial owners and management is contained in the
Proxy Statement under the heading “Stock Ownership Information” and is incorporated by reference in this Annual Report.
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