Officemax Inc - Current report filing (8-K)
July 11 2008 - 4:02PM
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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July 11, 2008
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Date
of earliest event reported:
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July 8, 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 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On July 8, 2008, the Board of Directors of OfficeMax Incorporated
(the Company) elected Deborah A. OConnor the senior vice president, finance
and the chief accounting officer of the Company. Ms. OConnor will begin her employment
with the Company on July 15, 2008 (the Start Date).
Ms. OConnor,
45, previously
served as senior vice president and controller of the
ServiceMaster Company, a company providing residential and commercial lawn
care, landscape maintenance, termite and pest control, home warranty, disaster
response and reconstruction, cleaning and disaster restoration, house cleaning,
furniture repair, and home inspection services, from
December 1999
to December 2007
.
Ms. OConnor will be an at-will employee of the Company. Her initial base salary will be
$300,000. Ms. OConnor will receive
a guaranteed bonus equal to 45% of her 2008 annualized base salary under the
Companys
2008 Annual
Short-Term Incentive Program, pro rated based on her start date, and an award
of time-based restricted stock units under the Companys 2008 Long-Term
Incentive Program valued at 80% of her 2008 annualized base salary. The number of restricted stock units will be
determined based on the closing price of Company common stock on the Start
Date. Ms. OConnors restricted stock units will be subject to the
terms of the Companys 2008 RSU Award Agreement Time Based. The description of the 2008 Long-Term
Incentive Program under the heading 2008 Long-Term Incentive Program and
Restricted Stock Unit Award Agreement in the Companys Report on Form 8-K
filed on February 26, 2008; and the additional description under the
heading Other Information and the Form of 2008 Restricted Stock Unit
Award Agreement (Time Based) filed as Exhibit 10.3 to the Companys
Quarterly Report on Form 10-Q for the period ended March 29, 2008 are
incorporated by reference herein.
On July 9,
2008, the Company entered into a change in control agreement (the Change in
Control Agreement) effective on the Start Date with Ms. OConnor that is
substantially similar to change in control agreements available to the Companys
other senior executives. The form of those agreements was filed as Exhibit 10.32
to the Companys Annual Report on Form 10-K for the year ended December 31,
2004 and described in the Companys 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 herein.
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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: July 11, 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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