Officemax Inc - Current report filing (8-K)
December 21 2007 - 2:40PM
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
Date
of Report:
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December 21 2007
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Date
of earliest event reported:
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December 19, 2007
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OFFICEMAX INCORPORATED
(Exact name of
registrant as specified in its charter)
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
(Registrants 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:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
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))
Item
8.01 Other Events
The Companys board of directors, on the recommendation of its
Governance and Nominating Committee, has agreed that it will amend the
Companys bylaws to provide for a majority vote standard for the election of
directors in uncontested elections.
The bylaws will be amended to provide that in uncontested elections
director nominees must be elected by a majority of votes cast at the annual
meeting of shareholders. In connection with drafting and approving the bylaw
amendment, the board will also consider and implement accompanying policies
intended to address issues that may arise from institution of majority voting,
including the issue of holdover directors. Plurality voting will continue to
apply if the number of nominees exceeds the number of open director positions.
The Company expects to adopt the bylaw amendment and related policies in time
to apply to the Companys 2009 annual meeting of shareholders.
2
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: December 21,
2007
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OFFICEMAX INCORPORATED
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By:
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/s/ Matthew R. Broad
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Matthew R. Broad
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Executive Vice President
and General Counsel
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3
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