UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
(Exact Name of Registrant as Specified in its Charter)
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(Commission File Number) |
(IRS Employer Identification No.) |
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Former Name or Former Address, If Changed Since Last Report: N/A
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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| (NASDAQ Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 25, 2024, the Company held its Annual Meeting. As of the record date, there were 36,618,645 common shares entitled to one vote per share. Results of votes with respect to proposals submitted at that meeting are as follows:
| 1. | To elect seven (7) members of the Company’s board of directors to serve until the next annual meeting, until their successors have been elected and qualified, or until their resignation or removal. Our shareholders voted to elect all seven members to serve as directors. Votes recorded, by nominee, were as follows: |
| Name |
For |
Against |
Abstain |
Broker | ||||
| Quincy L. Allen |
31,770,319 | 255,178 | 12,718 | 2,062,670 | ||||
| Kristin A. Campbell |
31,649,421 | 378,812 | 9,982 | 2,062,670 | ||||
| Cynthia T. Jamison |
31,049,205 | 978,279 | 10,731 | 2,062,670 | ||||
| Shashank Samant |
31,792,925 | 233,576 | 11,714 | 2,062,670 | ||||
| Wendy L. Schoppert |
31,703,065 | 324,757 | 10,393 | 2,062,670 | ||||
| Gerry P. Smith |
31,619,905 | 399,787 | 18,523 | 2,062,670 | ||||
| Joseph S. Vassalluzzo |
31,455,325 | 566,294 | 16,596 | 2,062,670 |
| 2. | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2024. The Company’s shareholders voted to approve this proposal with 33,240,982 votes for and 844,469 votes against. There were 15,434 abstentions and 0 broker non-votes. |
| 3. | To hold an advisory vote on the compensation of the Company’s named executive officers. The Company’s shareholders voted to approve this proposal with 31,569,866 votes for and 452,031 votes against. There were 16,318 abstentions and 2,062,670 broker non-votes. |
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.
| THE ODP CORPORATION | ||||||
| Date: April 29, 2024 | /s/ Sarah E. Hlavinka | |||||
| Name: | Sarah E. Hlavinka | |||||
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |||||