April 28, 2020
Dear
Office Depot shareholders:
Today, Office Depot, Inc. (the Company) filed an amendment to its definitive proxy statement for this years
Annual Meeting of Shareholders to be held on May 11, 2020 (the Annual Meeting), which the Company first distributed or made available on or about March 26, 2020 (the Proxy Statement). The purpose of the amendment is
to revise the proposal to approve the implementation of a reverse stock split to include a proportionate reduction in the number of shares of authorized common stock of the Company.
As further described in the Proxy Statement, Proposal No. 4 to be presented at the Annual Meeting pertains to the proposed amendment to our Restated
Certificate of Incorporation to effect a reverse stock split of our common stock, at a ratio of not less than 1-for-5 and not greater than
1-for-10, with the exact ratio and effective time of the reverse stock split to be determined by our Board of Directors (the Reverse Stock Split).
On April 28, 2020, the Company filed with the SEC an amendment to the Proxy Statement (the Amendment), which revises Proposal No. 4 to
provide that, as part of the proposal to implement the Reverse Stock Split, our Board of Directors is also proposing to reduce the number of authorized shares of our common stock by an amount proportionate to the reduction of outstanding shares as a
result of the Reverse Stock Split. No other changes have been made to the Proxy Statement. Prior to this revision of Proposal No. 4, there had been no proposed reduction in authorized shares of common stock in connection with the Reverse Stock
Split. The Board of Directors of the Company recommends a vote FOR Proposal No. 4, as modified by the Amendment.
We encourage you to
review the Amendment and consider these revisions in connection with your vote on Proposal No. 4. If you have previously cast your vote AGAINST Proposal No. 4, you can change your vote by voting FOR Proposal
No. 4 at any time prior to the date of the Annual Meeting by any of the methods specified in the Proxy Statement, including by submitting subsequent voting instructions via the Internet at www.proxyvote.com or by telephone at (800) 690-6903. Your vote, or any change to a previously cast vote, must be cast before the closing of the voting facilities at 11:59 p.m., Eastern Time on May 10, 2020.
Your vote is very important to us and our business. Please cast your vote immediately on all of the proposals to ensure that your shares are represented.
We thank you for your continued support.
By Order of the Board of Directors,
N. David Bleisch
Executive Vice President, Chief Legal &
Administrative Officer and Corporate Secretary