Form 8-K - Current report

THE ODP CORPORATION

Date: June 3, 2024

/s/ Sarah E. Hlavinka

Sarah E. Hlavinka

Executive Vice President, Chief Legal Officer and Corporate Secretary

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 (Date of Earliest Event Reported): May 29, 2024

THE ODP CORPORATION

(Exact Name of Registrant as Specified in its Charter)


Delaware	1-10948	85-1457062
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6600 North Military Trail, Boca Raton, FL		33496
(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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading
Symbol(s)

Name of Each Exchange

on which Registered

Common Stock, par value $0.01 per share

ODP

The NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Joseph S. Vassalluzzo from the Board; Appointment of Wendy Schoppert as Independent Non-Executive Chair

On May 29, 2024, Joseph S. Vassalluzzo notified The ODP Corporation (the “Company”) of his intention to resign from the Company’s Board of Directors (the “Board”), effective as of June 10, 2024. Following Mr. Vassalluzzo’s resignation, Wendy Schoppert, a member of the Board since 2020, will assume the role of independent non-executive Chair of the Board.

Mr. Vassalluzzo did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company thanks Mr. Vassalluzzo for his long, dedicated service on the Board and wishes him well in his future pursuits.

Appointment of Amy Schioldager and Evan Levitt to the Board

Effective as of June 10, 2024, the Company resolved to increase the size of the Board from seven to eight directors and appointed Amy Schioldager and Evan Levitt to the Board to fill the vacancies resulting from this increase in the size of the Board and from Mr. Vassalluzzo’s resignation from the Board.

In connection with their appointments as directors, Ms. Schioldager and Mr. Levitt are each entitled to receive the pro rata portion of the standard compensation for service on the Board by the Company’s non-management directors for the period from June 10, 2024 through the date of the next annual meeting of shareholders. All non-management directors are also reimbursed for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings.

The Company expects each of Ms. Schioldager and Mr. Levitt to enter into a standard director and officer indemnification agreement that it has with its directors and officers. A copy of the Company’s form of director and officer indemnification agreement was filed as Exhibit 10.13 to the Company’s Form 10-K filed on February 28, 2024.

No determinations as to Ms. Schioldager’s and Mr. Levitt’s respective committee appointments have been made at this time.

There are no arrangements or understandings between either Ms. Schioldager or Mr. Levitt, on the one hand, and any other persons, on the other hand, pursuant to which either Ms. Schioldager or Mr. Levitt was selected as a director. There are no transactions, arrangements or relationships between the Company or its subsidiaries, on the one hand, and either Ms. Schioldager or Mr. Levitt, on the other hand, which would require disclosure pursuant to Item 404(a) of Regulation S-K.

Item 7.01

Regulation FD Disclosure.

A copy of the related press release issued by the Company on June 3, 2024 is furnished hereto as Exhibit 99.1.

The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.


Exhibit No.		Description

99.1		Press Release of The ODP Corporation, dated June 3, 2024

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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 hereunto duly authorized.

Exhibit 99.1

LOGO

The ODP Corporation Announces Board Changes

June 3, 2024

Proven Finance Executives Amy Schioldager and Evan Levitt to Join the Board

Wendy Schoppert Appointed Board Chair

BOCA RATON, Fla., June 3, 2024— The ODP Corporation (“ODP” or the “Company”) (NASDAQ:ODP), a leading provider of business services, products and digital workplace technology solutions to businesses and consumers, today announced the appointment of financial executives Amy Schioldager and Evan Levitt to its Board of Directors.

The Company also announced that Wendy Schoppert, ODP Board member since 2020, will assume the role of independent Board Chair as Joseph Vassalluzzo steps down from the Board after 11 years of service.

These changes will be effective on June 10, 2024. ODP’s Board size will be increased from seven members to eight, with directors having an average tenure of approximately five years.

“We are thrilled to welcome Amy and Evan to the ODP Board at this juncture, as we continue to evolve our business and position our Company to drive future profitable growth,” said Wendy Schoppert, Chair-Elect of the Board. “They bring valuable perspectives to further enhance the diverse skills of our Board, advance our value creation initiatives, and champion the continued growth of our strong 5C Culture.”

“Both Amy and Evan are proven financial executives with decades of leadership experience at Fortune 500 companies,” Schoppert continued. “With 25 years of experience at BlackRock, Amy brings technical and strategic expertise, having led investment teams across markets and segments, and has deep shareholder and public company governance experience. Evan has extensive financial and audit expertise across industries, as well as a strong understanding of distribution and consumer businesses. We look forward to leveraging their unique backgrounds as we continue to focus on driving long-term profitable growth and shareholder value.

“We would also like to thank Joe for his Board service, including as independent Chairman for the past seven years. His leadership and insight have been instrumental through ODP’s evolution. We wish him all the best in the future,” Schoppert concluded.

About Amy Schioldager

Amy has over 25 years of experience in various leadership positions at BlackRock, Inc., where she led investment teams across global equity markets and client segments. Most recently, Amy served as Senior Managing Director and Global Head of Beta Strategies. In this role, she oversaw $2.5 trillion in assets under management across seven global offices. She also served on BlackRock’s Global Executive Committee, which oversaw $11 billion in profit and loss and 13,000 employees across 30 countries. In addition to her investment and business leadership experience, Amy has strong board experience: she currently serves on the public company boards of Intermediate Capital Group plc and Corebridge Financial Inc, as well as the private organization boards of Boardspan Inc and California State University – East Bay. She previously served on the board of American International Group Inc.

About Evan Levitt

Evan brings over 30 years of experience in finance and accounting and has served in numerous leadership positions across industries. Most recently, Evan was Interim Executive Vice President and Chief Financial Officer at BrandSafway, a leading construction company providing solutions to the industrial, commercial and infrastructure markets. Prior to that, he held various leadership roles at The Home Depot, Inc. / HD Supply Holdings over the course of 17 years, during which time he played a pivotal role in negotiating the sale of HD Supply to The Home Depot, Inc. His most recent role at the company was as Senior Vice President, Chief Financial Officer, Chief Administrative Officer of HD Supply Holdings Inc. He currently serves on the private company boards of Artera Services, where he is a member of the Audit Committee, and WASH, where he serves as the Chairman of the Audit and Risk Committee.

About The ODP Corporation

The ODP Corporation (NASDAQ:ODP) is a leading provider of products, services, and technology solutions through an integrated business-to-business (B2B) distribution platform and omni-channel presence, which includes supply chain and distribution operations, dedicated sales professionals, a B2B digital procurement solution, online presence, and a network of Office Depot and OfficeMax retail stores. Through its operating companies ODP Business Solutions, LLC; Office Depot, LLC; Veyer, LLC; and Varis, Inc, The ODP Corporation empowers every business, professional, and consumer to achieve more every day. For more information, visit theodpcorp.com.

ODP and ODP Business Solutions are trademarks of ODP Business Solutions, LLC. Office Depot is a trademark of The Office Club, LLC. OfficeMax is a trademark of OMX, Inc. Veyer is a trademark of Veyer, LLC. Varis is a trademark of Varis, Inc. Grand&Toy is a trademark of Grand & Toy, LLC in Canada. ^©2023 Office Depot, LLC. All rights reserved. Any other product or company names mentioned herein are the trademarks of their respective owners.

Contact

Tim Perrott

Investor Relations

561-438-4629

Tim.Perrott@theodpcorp.com

Document and Entity Information	May 29, 2024
Cover [Abstract]
Entity Registrant Name	ODP Corp
Amendment Flag	false
Entity Central Index Key	0000800240
Document Type	8-K
Document Period End Date	May 29, 2024
Entity Incorporation State Country Code	DE
Entity File Number	1-10948
Entity Tax Identification Number	85-1457062
Entity Address, Address Line One	6600 North Military Trail
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33496
City Area Code	(561)
Local Phone Number	438-4800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	ODP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false