UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 27, 2008
Commission file number 1-10948
OFFICE DEPOT, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 59-2663954 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 2200 Old Germantown Road, Delray Beach, Florida | 33445 | |
| (Address of principal executive offices) | (Zip Code) |
(561) 438-4800
(Registrant’s telephone number, including area code)
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers |
On August 27, 2008, Office Depot, Inc. (the “Company”) appointed Michael D. Newman as the Company’s new Chief Financial Officer. Mr. Newman, who is age 51, has more than 30 years of financial leadership experience and comes to Office Depot from Platinum Research Organization, where he served as Senior Vice President and Chief Financial Officer from April 2007 to March 2008. From October 2005 to April 2007 Mr. Newman served as a consultant on several start-up retail concepts and private equity deals. Prior to that, he served as the Senior Vice President and Chief Financial Officer of Radio Shack Corporation from April 2001 to July 2004. Mr. Newman’s financial experience also includes CFO positions at Intimate Brands, from June 2000 to January 2001, and Hussmann International from January 1996 to June 2000. He also spent 17 years at General Electric Company in a variety of management roles, both in the United States and Europe. Mr. Newman holds a BA in Economics from Amherst College. There are no transactions between the Company and Mr. Newman reportable under Item 404(a) of Regulation S-K. A press release announcing Mr. Newman’s appointment is attached as Exhibit 99.1 and incorporated by reference herein.
Prior to Mr. Newman’s appointment, Mr. Charles Brown, President of the Company’s International Division, served as the Company’s acting Chief Financial Officer. Mr. Brown will continue as President of the International Division.
The material terms of Mr. Newman’s employment are set forth below.
| Term: | Employment at will. | |
| Base Salary: | $625,000 annualized | |
| Bonuses: | A starting bonus of $100,000, payable after 90 days of continuous service. A corporate bonus under the Company’s 2008 Corporate Bonus Plan calculated at target (70% of base salary), prorated for the period of employment during 2008 and payable in March 2009. | |
| Equity Award: | A new hire stock award in an amount of securities equal to a total market value of $1.5 million determined by using the Black-Scholes pricing methodology on the day of grant. With at least 50% of the total award being taken in stock options. The award will vest over three years. | |
| Employee Benefits: | Comparable to other Executive Vice Presidents of the Company. | |
| Non-Compete Agreement: | Mr. Newman has entered into the Company’s standard agreement pertaining to non-competition, non-solicitation and confidentiality. | |
| Severance: | In the event Mr. Newman is terminated other than for cause due to no fault of his own, he will be entitled to receive (a) a lump sum amount equal to the sum of eighteen (18) months of his annual base salary determined at the time of separation, (b) a lump sum amount equal to eighteen (18) months of the monthly COBRA premium for the type of coverage selected under the Office Depot group health plan at the time of termination, (c) a pro-rata bonus calculated at target for the beginning of the calendar year of termination through the date of termination, and (d) a bonus calculated at target for the calendar year prior to the year of termination to the extent unpaid at the date of termination. | |
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On August 27, 2008, Office Depot, Inc. announced that the Company’s principal accounting officer who held the title of Senior Vice President and Controller, Ms. Jennifer Moline, has decided to leave the Company effective August 27, 2008 to pursue other interests. Upon execution of the Company’s standard form of separation agreement and release, Ms. Moline will receive the following separation benefits: (a) $388,125, which equates to 18 months of her annual base salary, (b) $5,200, which equates to six months of car allowance, and (c) she will remain eligible to receive a pro-rated corporate bonus payable and calculated at the time and in a manner consistent with the applicable Company bonus plan. The Company plans to begin its search for a permanent Controller immediately and will announce a successor when this process is completed.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
| Exhibit 99.1 | News release of Office Depot, Inc. issued on August 27, 2008. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| OFFICE DEPOT, INC. | ||||
| Date: August 27, 2008 | By: | /s/ Elisa D. Garcia C. | ||
| Elisa D. Garcia C. | ||||
| Executive Vice President, General Counsel & Corporate Secretary | ||||
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Exhibit Index
| Exhibit No. |
Description | |
| Exhibit 99.1 |
News release of Office Depot, Inc. issued on August 27, 2008. |
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Exhibit 99.1
CONTACT:
Brian Levine
Office Depot
561-438-2895
Brian.Levine@officedepot.com
OFFICE DEPOT NAMES MIKE NEWMAN CHIEF FINANCIAL OFFICER
30-Year Veteran Brings Financial Leadership,
Strong Operating Skills and International Experience
Delray Beach, Fla., August 27, 2008 — Office Depot (NYSE: ODP), a leading global provider of office products and services, today announced the appointment of Mike Newman as Executive Vice President and Chief Financial Officer.
Newman replaces Charles Brown, Office Depot’s interim CFO, who will continue in his role as President, International.
Newman comes to Office Depot from Dallas-based Platinum Research Organization, where he was Senior Vice President and Chief Financial Officer until March 2008.
Newman’s 30 years of financial experience includes CFO positions at Radio Shack, Intimate Brands, and Hussmann International (which was acquired by Ingersoll-Rand in 2000). He also spent 17 years at General Electric in a variety of management roles both in the United States and Europe. Additionally, Newman has worked on several start-up retail concepts and private equity transactions.
“Mike brings to Office Depot strong financial skills and a wealth of operating experience,” said Steve Odland, Chairman and CEO of Office Depot. “Further, he is an energetic leader who will bring new perspectives and more depth to our Executive Committee.”
Newman holds a BA in Economics from Amherst College.
Office Depot also announced that Jennifer Moline, Senior Vice President and Controller, has decided to leave the company.
About Office Depot
Every day, Office Depot is Taking Care of Business for millions of customers around the globe. For the local corner store as well as Fortune 500 companies, Office Depot provides products and services to its customers through 1,680 worldwide retail stores, a dedicated sales force, top-rated catalogs and a $5.0 billion e-commerce operation. Office Depot has annual sales of approximately $15.4 billion, and employs about 49,000 associates around the world. The Company provides more office products and services to more customers in more countries than any other company, and currently sells to customers directly or through affiliates in 44 countries.
Office Depot’s common stock is listed on the New York Stock Exchange under the symbol ODP and is included in the S&P 500 Index. Additional press information can be found at: http://mediarelations.officedepot.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS: Except for historical information, the matters discussed in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements, including without limitation all of the projections and anticipated levels of future performance, involve risks and uncertainties which may cause actual results to differ materially from those discussed herein. These risks and uncertainties are detailed from time to time by Office Depot in its filings with the United States Securities and Exchange Commission (“SEC”), including without limitation its most recent filing on Form 10-K and its 10-Q and 8-K filings made from time to time. You are strongly urged to review all such filings for a more detailed discussion of such risks and uncertainties. The Company’s SEC filings are readily obtainable at no charge at www.sec.gov and at www.freeEDGAR.com, as well as on a number of other commercial web sites.