OFFICE DEPOT, INC. (NASDAQ:ODP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

2019 Long-Term Incentive Plan

At Office Depot, Inc.’s (the “Company” or “Office Depot”) 2019 Annual Meeting of Shareholders held on May 7, 2019 (the “Annual Meeting”), shareholders of the Company approved the Company’s 2019 Long-Term Incentive Plan (the “2019 Plan”), which will replace the Company’s 2017 Long-Term Incentive Plan (the “2017 Plan”) for future grants to certain employees, directors, consultants, advisors and other persons who perform services for the Company and its subsidiaries. The Company’s board of directors unanimously approved the 2019 Plan on March 15, 2019, subject to shareholder approval. The results of the shareholder vote on the 2019 Plan are set forth further below under Item 5.07 of this Current Report on Form 8-K.

The 2019 Plan which became effective upon shareholder approval at the Annual Meeting (the “Plan Effective Date”) provides for the grant of performance shares, performance units, restricted stock, RSUs, NQSOs, ISOs, SARs and other awards or any combination thereof to eligible participants. ISOs may be granted only to employees of Office Depot or its subsidiaries. Subject to adjustment, the aggregate number of shares of Company common stock that are available for issuance to awards granted under the 2019 Plan is thirty-four million (34,000,000). The shares issued to awards under the 2019 Plan will be made available from shares currently authorized but unissued or shares currently held (or subsequently acquired) by the Company as treasury shares, including shares purchased in the open market or in private transactions.

The 2019 Plan will be administered by the Compensation Committee or such other committee consisting of two or more independent members of the board of directors as may be appointed by the board to administer the 2019 Plan (the “Committee”). The Committee will determine the individuals to whom awards will be granted, the number of shares subject to an award, and the other terms and conditions of an award.

No additional awards shall be granted under the 2017 Plan after the Plan Effective Date, and all remaining shares available for grant under the 2017 Plan were cancelled on the Plan Effective Date. In addition to the 2017 Plan, the Company maintains outstanding awards under the Office Depot, Inc. 2015 Long-Term Incentive Plan (the “2015 Plan”), Office Depot, Inc. 2007 Long-Term Incentive Plan (the “2007 Plan”) and the 2003 OfficeMax Incentive and Performance Plan (the “2003 OMIPP” and together with the 2017 Plan, the 2015 Plan and the 2007 Plan, the “Prior Plans”). Outstanding awards under the Prior Plans shall continue to be to be governed by the Prior Plans and the agreements under which they were granted.

This summary of the 2019 Plan is subject to and is qualified in its entirety by reference to the full text of the 2019 Plan, which is set forth in Annex 1 to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 20, 2019 and is incorporated herein by reference.

Copies of the form of restricted stock agreement (directors), form of restricted stock unit agreement (directors), form of restricted stock unit agreement (executives), form of FCF performance stock unit award agreement (executives) and form of TSR performance share award agreement (executives) under the 2019 Plan are attached to this Current Report on Form 8-K as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, and are incorporated herein by reference.

On May 7, 2019, the Company held its Annual Meeting. As of the record date, there were 543,230,611 common shares entitled to one vote per share. Results of votes with respect to proposals submitted at that meeting are as follows: