Office Depot Shareholder Seeking to Replace Board Members

New York investment firm, Starboard Value, Office Depot’s largest shareholder with approximately 15% of its stock, has sent a letter to Office Depot’s board that it intends to seek approval of its proposed board members directly from the shareholders. Starboard filed a preliminary consent solicitation letter with the Securities and Exchange Commission that would permit Starboard to seek approval of its proposed board candidates, even if no shareholder meeting is held.

Starboard claims that the board needs to be restructured and filled with more experienced members to complete the proposed merger with OfficeMax, while looking out for the best interests of the shareholders. Starboard’s letter states the board needs to be revamped now and cannot wait until the vote later this year on the proposed merger with OfficeMax.

The proposed merger with OfficeMax was announced in February. The proposed merger has to be voted on by the shareholders and is under review by the Federal Trade Commission.