Officemax Inc - Current report filing (8-K)
October 31 2007 - 11:53AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of The Securities Exchange Act of 1934
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Date of
Report:
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October 31, 2007
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Date of earliest
event reported:
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October 25, 2007
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OFFICEMAX
INCORPORATED
(Exact name of registrant as
specified in its charter)
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Delaware
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1-5057
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82-0100960
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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263 Shuman
Blvd.
Naperville, Illinois 60563
(Address of Principal Executive Offices) (Zip Code)
(630) 438-7800
Registrant’s telephone number,
including area code
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Amendment to Change in Control Agreement
On October 25, 2007, the Executive
Compensation Committee of OfficeMax
Incorporated’s (the “Company”) board of directors approved an
amendment to Mr. DePaul’s Change in Control (Severance) Agreement as
a result of Mr. DePaul’s previous election to the position of Chief
Accounting Officer. If severance payments were made pursuant to the agreement,
Mr. DePaul was previously entitled to a lump sum severance payment equal
to the sum of his annual base salary plus his Target Bonus (as defined in the
agreement). The amendment increases Mr. DePaul’s lump sum
severance payment to two times the sum of his annual base salary plus his
Target Bonus.
The original Change in Control
(Severance) Agreement was filed as Exhibit 10.32 to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2004 and
described in the Company’s Current Report on Form 8-K dated
March 17, 2005, under the heading “Change in Control (Severance)
Agreements.” The form and description are incorporated by reference into
this Item 5.02.
Tuition Reimbursement Agreement
On October 25, 2007, the Company entered into a Tuition Reimbursement
Agreement (the “Agreement”) with Phillip DePaul, the
Company’s Senior Vice President, Chief Accounting Officer and Controller.
Pursuant to the Agreement, the Company
will pay or reimburse Mr. DePaul for expenses incurred in connection with
Mr. DePaul’s enrollment in the Executive MBA Program (the
“Program”) at Notre Dame. Under the Agreement, the Company will not
have any obligation to reimburse Mr. DePaul for any Program expenses if he
(a) voluntarily terminates his employment with the Company, (b) fails
to complete a course, (c) fails to achieve a passing grade, or
(d) his employment is involuntarily terminated (subject to certain
exceptions). In addition, Mr. DePaul would be required to reimburse the
Company for some or all Program expenses (based on the date of termination)
paid by the Company if his employment with the Company is terminated due to a
reason described in (a) or (d) in the preceding paragraph or if he
terminates his participation in the Program or otherwise fails to successfully
complete the Program at any time prior to the completion date. This summary does
not purport to be complete and is subject to and qualified in its entirety by
reference to the text of the form of Agreement, included as Exhibit 99.1
to this filing. Exhibit 99.1 is incorporated by reference into this
Item 5.02.
Item 5.03. Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 25, 2007, the board of
directors of the Company voted unanimously to amend Sections 42, 43 and 44
of the Company’s Bylaws to allow for uncertificated shares of company
stock. This amendment was necessary for the Company’s securities to be
eligible for direct registration on the New York Stock Exchange.
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This summary does not purport to
be complete and is subject to and qualified in its entirety by reference to the
text of the Amended and Restated Bylaws, which are included as Exhibit 3.1
to this filing and incorporated by reference into this Item 5.03.
Item 8.01. Other Events.
On October 25, 2007, the board of
directors of the Company voted unanimously to amend the Company’s
governance guidelines to document its policy with respect to proponents of
shareholder proposals that receive a majority vote at an annual meeting. The
policy is as follows:
If a shareholder proposal requesting action by the Board of
Directors receives the affirmative vote of the shares of at least a majority of
the votes cast (excluding abstentions and broker non-votes) at any annual
meeting, the Secretary of the Company shall solicit the sponsor of the proposal
for any additional information to provide to the Board of Directors for its
consideration of the proposal. Within four months of the annual meeting, the
Company will make reasonable efforts to schedule a meeting (which may be held
telephonically) between the sponsor of the proposal and the Governance
Committee or its designated representative. The meeting will be scheduled to
coordinate with a regularly scheduled board meeting. Following such a meeting,
the Governance Committee shall present the subject of the proposal to the full
Board of Directors. The Board of Directors shall act upon the proposal
consistent with the Delaware General Corporation Law and the Company’s
charter and bylaws, which shall necessarily include a consideration of the
interests of the shareholders. After the Board of Directors has taken action on
the proposal, the Secretary of the Company shall provide prompt written
notification of such action to the sponsor.
In order to permit the Board to operate efficiently, no more than
three shareholder proposals shall be the subject of a meeting with the
Governance Committee in any given year, with priority given to the proposals
receiving the highest positive vote. In all cases, however, all sponsors of
proposals receiving the affirmative vote of at least a majority of the votes
cast (excluding abstentions) at any annual meeting shall be entitled
(i) to submit any relevant information to the Board of Directors for its
consideration and (ii) to receive written notification from the Secretary
of the Company of the decision of the Board of Directors with respect to their
proposal.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
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Exhibit 3.1
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Amended and Restated Bylaws of the Company
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Exhibit 99.1
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Tuition Reimbursement Agreement dated
October 25, 2007 between the Company and Phillip DePaul
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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 hereunto duly
authorized.
Dated: October 31, 2007
OFFICEMAX INCORPORATED
By:
/s/ Matthew R.
Broad
Matthew
R. Broad
Executive Vice President and
General Counsel
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EXHIBIT INDEX
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Number
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Description
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3.1
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Amended and Restated Bylaws of the Company
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99.1
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Tuition Reimbursement Agreement dated
October 25, 2007 between the Company and Phillip DePaul
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