Officemax Inc - Current report filing (8-K)
April 29 2008 - 4:32PM
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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April 29, 2008
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Date of earliest event
reported:
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April 23, 2008
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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 5.03. Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 23, 2008, the
Board of Directors (the Board) of OfficeMax Incorporated (the Company)
amended the Companys Bylaws effective as of such date to change the voting
standard for the election of directors in uncontested elections from a
plurality to a majority voting standard. This summary does not purport to be
complete and is subject to and qualified in its entirety by reference to the
text of the Bylaws, included as Exhibit 3.2 to this filing. Exhibit 3.2
is incorporated by reference into this Item 5.03.
Item 8.01. Other Events.
Director Resignation Policy
On April 23, 2008, the
Board also adopted a director resignation policy to be incorporated in the
Companys governance guidelines. The policy states that the Board will only
nominate for election or re-election as a director those candidates who agree
to tender, promptly following the annual meeting at which they are elected, a
resignation that will be effective upon (i) the failure of the director to
receive the required vote at any annual meeting at which they are nominated for
re-election and (ii) acceptance by the Board of such resignation. The Governance and Nominating Committee,
excluding the director whose resignation is under consideration, shall promptly
consider any such resignation and make a recommendation to the Board as to
whether to accept or reject the tendered resignation or whether other action
should be taken. The Board, excluding
the director whose resignation is under consideration, will act on the
Governance and Nominating Committees recommendation within ninety days from
the date of the certification of the election results. The Board will publicly disclose its decision
regarding the tendered resignation. This summary does not purport to be
complete and is subject to and qualified in its entirety by reference to the
text of the policy, included as Exhibit 99.1 to this filing. Exhibit 99.1
is incorporated by reference into this Item 8.01.
Lead Director
As
previously announced,
Gary G. Michael, who joined the Board in 1997, did
not stand for re-election in 2008. Mr. Michael
served as Chair of the Committee of Outside Directors and Lead Independent
Director. The Board has appointed Rakesh Gangwal, who joined the Board in 1998,
to fill Mr. Michaels position as Chair of the Committee of Outside
Directors and Lead Independent Director.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit 3.2 Bylaws of OfficeMax Incorporated as amended to April 23,
2008
Exhibit 99.1 Policy Regarding Failure to Receive Majority Vote in Director Elections
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: April 29, 2008
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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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EXHIBIT INDEX
Number
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Description
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Exhibit 3.2
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Bylaws
of OfficeMax Incorporated as amended to April 23, 2008
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Exhibit 99.1
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Policy Regarding Failure to Receive Majority Vote
in Director Elections
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4
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