NEW YORK — Starboard Value LP, the largest common shareholder of Office Depot, is pleased that the Delaware Chancery Court has ordered the office products retailer to hold its 2013 annual meeting on August 21, absent certain limited circumstances.
Starboard, which has a 14.8% ownership take, filed a complaint on June 12, requesting the Delaware Court compel Office Depot to hold its 2013 annual meeting for the election of directors in accordance with Delaware law since it had been more than 13 months since the company’s last meeting. Prior to filing its complaint, Starboard had been pressing Office Depot to schedule the meeting. Starboard had also began a consent solicitation to remove several existing directors in favor of Starboard’s nominees when, according to Starboard, “it became apparent the company would continue to indefinitely delay holding its annual election of directors.”
“Contrary to a statement by Neil Austrian, chairman and CEO of Office Depot, in the company's press release issued yesterday, Office Depot refused to advise Starboard of its intention to schedule the 2013 annual meeting, thereby forcing Starboard to commence proceedings to compel an annual meeting under Delaware law,” read the statement issued by Starboard. “Only after commencement of the Delaware action did Office Depot suddenly announce the scheduled date for its 2013 Annual Meeting. Starboard attempted to obtain Office Depot's voluntary agreement to a stipulation that would prevent Office Depot from unilaterally delaying or postponing the 2013 annual meeting any further. After Office Depot refused to agree to such a stipulation, Starboard proceeded to file a motion seeking a court order to such effect since it could not trust the board to adhere to the August 21, 2013 date.”
The Delaware court order stipulates that Office Depot cannot unilaterally postpone or delay the annual meeting any further, at which time shareholders will have the opportunity to elect directors.
Starboard also announced that it has decided to forego its consent solicitation and instead plans to seek the election of four of its candidates: Cynthia T. Jamison, Robert L. Nardelli, Jeffrey C. Smith and Joseph S. Vassalluzzo. Starboard intends to file its proxy materials with the Securities & Exchange Commission in the coming days.
Cynthia T. Jamison serves on the board of directors of Tractor Supply Company, where she is currently lead director and has served as the chair of several committees since joining the board in 2002. Jamison has also served as a director of B&G Foods since 2004. Previously, she served on the boards of directors of Cellu Tissue Holdings and Horizon Organic Holding Corp. before both companies were sold at high premiums to their market prices. As part of her role as a partner with Tatum LLC, an executive services firm, Jamison has been the CFO or COO of several publicly and privately held companies, including AquaSpy, Inc., eMac, Inc, a joint venture between McDonald's Corporation and KKR & Co. L.P. and Cosi. Prior to joining Tatum, Jamison served as CFO of Chart House Enterprises and held various positions at Allied Domecq Retailing USA, Kraft General Foods and Arthur Andersen LLP.
Robert L. Nardelli is the founder and CEO of XLR-8, LLC, Investment & Advisory Co., an investment and consulting company, he established in 2012. Commencing in 2007, Nardelli has served in several capacities at Cerberus Capital Management, a private investment firm, including as an interim CEO of several of its portfolio companies and as the CEO of Cerberus Operations & Advisory Company, and is currently the senior adviser to Steve Feinberg, Cerberus' founder. In 2007, Cerberus named Nardelli to the role of chairman and CEO of Chrysler, which he held until 2009, at which time he returned to Cerberus. While at Chrysler, Nardelli implemented several strategic moves that analysts say helped the firm emerge from restructuring. Mr. Nardelli was also the CEO and chairman of the Home Depot from 2000 through 2006, where he also served as a director. During Nardelli's tenure, Home Depot's revenues and net earnings doubled, 1,000 new stores were opened and 135,000 new jobs were added. From 2002 until 2005, Nardelli served on the board of directors of the Coca-Cola Company. He also held several senior executive posts at General Electric during the period from 1971 to 2000, except from 1988 to 1992, when he took leave of GE to become SVP and GM of the Case Construction Equipment global company. While at GE, Nardelli was the CEO of two of its major companies, GE Power Systems and GE Transportation Systems. He earned an MBA from the University of Louisville in 1975 and a bachelor of science degree in business from Western Illinois University.
Jeffrey C. Smith is co-founder, CEO and chief investment officer of Starboard. Smith has extensive public company board experience. Currently, he serves on the board of directors of Regis Corporation and Quantum Corporation. Previously, he was the chairman of the board of Phoenix Technologies until its sale to Marlin Equity Partners, and served on the boards of directors of Zoran Corporation until its sale to CSR plc, Actel Corporation until its sale to Microsemi Corporation, S1 Corporation, Kensey Nash Corp. and SurModics Inc. Smith also served as a member of the management committee for Register.com. Smith has experience evaluating companies from a financial, operational and strategic perspective to identify inefficiencies and the resulting opportunities for value creation.
Joseph S. Vassalluzzo currently serves as a director on a number of public company boards, including Federal Realty Investment Trust, where he is non- executive chairman of the board, and Life Time Fitness, where he is lead director and chairman of the compensation committee. Vassalluzzo also operates a retail consulting business and served as a director and chairman of the nominating committee of iParty Corp until its sale to Party City Holdings Inc. in May 2013. Previously, among other roles, Vassalluzzo was employed by Staples from 1989 until 2005, most recently as vice chairman, where he had worldwide responsibility for all of Staples' real estate activities, including, but not limited to: the development and management of all retail stores; distribution; office and warehouse centers; all engineering, construction and design activities; and facilities management. In addition, he was responsible for the legal department's activities and negotiated the majority of Staples M&A transactions.