Starboard Value LP announced that it sent a letter to the Board of Directors of Office Depot Inc. (ODP) stating that it is uncomfortable with the execution and experience of the current Board and is, therefore, seeking to add to the Board a number of individuals with significant retail operating experience who are far more qualified than the majority of the existing Board.
Starboard Value LP, together with its affiliates, currently owns about 14.8% of the outstanding common shares of Office Depot.
In the letter, Starboard expressed strong disappointment at the Board's failure to work constructively with Starboard to reconstitute the Board.
Starboard noted that while it is in favor of the proposed merger with OfficeMax Inc. (OMX), it still feels it is critically important to substantially improve the Board as soon as possible to ensure that the Company is fully prepared to succeed as a stand-alone entity should the merger not close and be a stronger merger partner for the combined company should the merger be consummated.
The letter also indicated that it has become clear that the Company has no intention of holding the 2013 Annual Meeting of stockholders in a timely manner.
Accordingly, conducting a consent solicitation is the only alternative available to Starboard at this time for providing stockholders with an opportunity to elect directors whom they believe will serve and protect their best interests in the boardroom, Starboard said in the letter.
Starboard stated that it would consider possibly foregoing its consent solicitation if the Board immediately commits to a framework that would provide for the addition of its candidates to the Board.
Starboard's Director Nominees are James Fogarty, Cynthia Jamison, Robert Nardelli, David Siegel, Jeffrey Smith and Joseph Vassalluzzo.
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