Glass Lewis & Co. Affirms The Need For Change On Office Depot Board In Recommending Office Depot Shareholders Vote The GOLD

    Glass Lewis & Co. Affirms The Need For Change On Office Depot Board In
   Recommending Office Depot Shareholders Vote The GOLD Proxy Card To Elect
                Starboard Nominees At Upcoming Annual Meeting

Glass Lewis Concludes that "Shareholders Should Seek Additional Board-Level
Changes at This Time to Ensure the Best-Qualified and Most Effective
Individuals Are In Place to Improve Office Depot's Stand-Alone Performance and
to Maximize the Synergies and Chances of Success Once the Merger Becomes

Starboard Has "Put Forth a Compelling Case Which Details the Poor Performance
of the Company under the Stewardship of the Current Board, the Board's
Questionable Actions and Unresponsiveness to Shareholder Concern, and the
Overall Need for a Change in Leadership"

Says Starboard Nominees Would Enhance, Not Disrupt, the OfficeMax Merger
Integration Process

States "Shareholders Would be Better Served by Installing One of Starboard's
Nominees on the CEO Search Committee"

Starboard's "Nominees Possess the Requisite Skills and Qualifications Needed
for Office Depot's Current Situation"

Recommends Office Depot Shareholders Vote on the GOLD Proxy Card to Elect
Starboard Nominees Cynthia Jamison, Jeffrey Smith and Joseph S. Vassalluzzo at
Upcoming Annual Meeting

Starboard Urges All Shareholders to Vote the GOLD Proxy Card to Support the
Election of All Four Starboard Nominees — Cynthia Jamison, Robert Nardelli,
Jeffrey Smith and Joseph S. Vassalluzzo

PR Newswire

NEW YORK, Aug. 12, 2013

NEW YORK, Aug. 12, 2013 /PRNewswire/ -- Starboard Value LP (together with its
affiliates, "Starboard"), the largest shareholder of Office Depot, Inc.
("Office Depot" or the "Company") (NYSE: ODP) with approximately 14.6% of the
outstanding common stock of the Company, announced today that Glass Lewis &
Co., LLC, a leading independent proxy voting advisory firm, has recommended
that Office Depot shareholders vote on Starboard's GOLD proxy card to elect
three of Starboard's highly qualified nominees, Cynthia Jamison, Jeffrey Smith
and Joseph S. Vassalluzzo at Office Depot's upcoming Annual Meeting on August
21, 2013. Glass Lewis' show of support marks the second such strong
recommendation for a vote on Starboard's GOLD proxy card from an independent
proxy voting advisory firm in the past week. Last week, Institutional
Shareholder Services (ISS) recommended that Office Depot shareholders vote on
Starboard's GOLD proxy card to elect three of Starboard's highly qualified
nominees after concluding that Starboard made "a compelling case that a change
at the board level is warranted."

Starboard urges all Office Depot shareholders to support Glass Lewis' and ISS'
calls for change on the Office Depot Board by voting the GOLD proxy card TODAY
to elect all four of Starboard's highly qualified nominees, Cynthia Jamison,
Robert Nardelli, Jeffrey Smith and Joseph S. Vassalluzzo at the Annual

In reaching its conclusion, Glass Lewis, like ISS, performed a detailed
analysis of both sides' positions in the election contest and, in particular,
carefully considered, among other things, the Company's poor total shareholder
return and operating performance, troubling 2010 CEO search process,
unresponsiveness to governance concerns, as well as the strong experience and
qualifications of Starboard's nominees. Glass Lewis concluded that
shareholders should vote on the Gold proxy card saying:

"This proxy contest takes place at a unique and critical time -- after
shareholders have approved a merger, but before the merger has closed or the
combined company's board has been constituted. As a result, shareholders have
an opportunity to help decide who should lead the combined company and
represent their interests at the board level."

"In this case, we believe the Dissident has identified areas of concern,
related to both performance and governance, which have resulted in the
destruction of shareholder value and, at times, the disregard of shareholder
interests. In our view, Starboard has put forth a compelling case which
details the poor performance of the Company under the stewardship of the
current board, the board's questionable actions and unresponsiveness to
shareholder concern, and the overall need for a change in leadership. Further,
we believe the Dissident's nominees possess the requisite skills and
qualifications needed for Office Depot's current situation. In our opinion,
the addition of new directors at this time would likely increase the chances
that the best leadership team is installed at Office Depot, as either a merged
or stand-alone company, as it attempts to execute a successful turnaround."

Excerpts from Glass Lewis' Analysis & Recommendation

On Concluding that Change is Warranted on the Office Depot Board:

"In light of the Company's underperformance versus peers under the current
board's guidance and the board's lack of an adequate response to shareholder
concern, along with other concerns noted above, we see merit in the
Dissident's assertion that the board is in need of improvement. Having
reviewed the arguments and responses put forth by Starboard and the current
board, we believe shareholders should seek additional board-level changes at
this time to ensure the best-qualified and most effective individuals are in
place to improve Office Depot's stand-alone performance and to maximize the
synergies and chances of success once the merger becomes effective."

On Dismissing the Company's Argument that the Election of Starboard's Nominees
Would Disrupt the Merger Integration Process:

"We believe Starboard has made a compelling case that the appointment of three
of its nominees would have a positive impact on the CEO selection process for
the combined company and would result in a better collection of individuals
for the initial contribution of directors to the combined company's board,
while at the same time working to get the Company in the best position
possible leading up to the merger. In particular, we believe Ms. Jamison, Mr.
Vassalluzzo and Mr. Smith collectively possess relevant industry and
turnaround experience, effective governance experience and a substantial
shareholder perspective that is likely to improve the board and lead to a
positive outcome for shareholders."

On the Highly Questionable 2010 CEO Search Process and Belief that a Starboard
Nominee Should Be Immediately Included on the CEO Search Committee:

"More notably, the board's last search process for a new CEO three years ago
raises questions as to whether the current board is the most qualified to
conduct another search. In 2010, though the board hoped to land a well-known
candidate with significant retail experience, it eventually decided on the
interim CEO, Mr. Austrian, who had little background in retail but instead had
worked in investment banking and as the COO of the NFL and the CEO of
Showtime. The decision also raised eyebrows due to the fact that Mr. Austrian
himself was one of four members of the committee that selected him.Given the
importance of choosing the next CEO, we believe shareholders would be better
served by installing one of Starboard's nominees on the CEO search committee
while there is still time." (emphasis added)

On the Board's Manipulative and Unnecessary Delay of the Annual Meeting:

"On the issue of timing, we find it ironic that upon delaying the 2013 annual
meeting until after the shareholder vote on the merger -- only scheduling it
once Starboard launched a consent solicitation and filed a proceeding in the
Delaware Chancery Court to force an annual meeting -- that the board today
claims now is not the right time to elect new board members. We agree with the
board: the best time probably would have been in April when the Company
normally holds its annual meetings, but the board deprived shareholders of the
opportunity to do so until now."

On the Current Board Not Being in Position to Contribute the Best Individuals
to Maximize the Synergies in the OfficeMax Merger:

"In our view, Office Depot's performance and operating track record lend merit
to Starboard's concern that, given the current board's failure to oversee a
turnaround on a stand-alone basis, the board is not in position to contribute
the best individuals to maximize the merger synergies in their roles as
directors of the combined board."

On Office Depot's Deteriorating Total Shareholder Return and Poor Performance
under the Watch of the Current Board:

"Beginning with Office Depot's overall performance, the Company's total
shareholder return decidedly underperformed the return of peers and relevant
indexes during the five years prior to Starboard's announcement that it would
nominate board candidates. Through March 15, 2013, Office Depot's 5-year
return was -64%, much larger than the losses of OfficeMax and Staples of -39%
and -29%, respectively, which compared to a 50% gain for the S&P MidCap 400
Index over the same period. Similarly, during the 3-year period prior to
Starboard's intention to nominate board candidates, Office Depot lost 50% of
its value, compared to losses of 29% and 38% for OfficeMax and Staples,
respectively, and a gain of 46% for the S&P MidCap 400 Index (Source: S&P
Capital IQ)."

"Looking at operating performance, as the Dissident points out, Office Depot
has lagged both Staples and OfficeMax in adapting to a new, challenging

"Given our view of the sequence of events leading up to what the board points
out as its greatest accomplishments in creating shareholder value, we're less
inclined to give the incumbent directors as much credit for these actions as
it would like to take in the midst of the current proxy contest. From our
perspective, the board's contributions in realizing these significant
developments for shareholders, while positive, do not resolve the board of the
Company's previous performance or governance record."

On Office Depot's Troubling Governance and Compensation Practices and
Unresponsiveness to its Underlying Problems:

"On the governance front, Starboard has identified legitimate concerns
relating to compensation and board composition. We note that in our recent
special report, "Pay Dirt 2012: A Glass Lewis Report on Executive
Compensation," the Company took the #4 spot in our ranking of "Russell 3000
Overpaid 25." Specifically, when compared to other Russell 3000 companies, we
found that the Company was one of the worst in terms of its
pay-for-performance practices in 2011. In our pay-for-performance model,
Office Depot received grades of a "D" for 2009, an "F" for 2010 and an "F" for

"In the absence of the proxy contest, we would recommend withholding votes
this year from all of the Company's continuing nominees: Austrian, Bateman,
Colligan, Evans, Fife, Hedrick, Mason, Svider and Travis. These directors
served on the board when it approved the adoption of a shareholder rights plan
without shareholder approval. We believe that shareholder rights plans, or
poison pills, are not in the best interests of shareholders. Specifically,
they can reduce management accountability by substantially limiting
opportunities for corporate takeovers. Rights plans can thus prevent
shareholders from receiving a buy-out premium for their stock. Typically we
recommend that shareholders vote against these plans to protect their
financial interests and ensure that they have the opportunity to consider any
offer for their shares, especially those at a premium."

On the Unsuitability of Marsha Evans to Serve on Any Public Company Board, Let
Alone on the All-Important CEO Selection Committee:

"We have previously voiced our concerns surrounding Ms. Evans' service as a
director in our reports for each of the Company's last four annual meetings.
Ms. Evans served as a director of Lehman Brothers Holdings ("Lehman") from
2006 until 2008, when it filed for bankruptcy. While at Lehman, Ms. Evans
served on several key committees in 2007 and 2008, including the nominating
and corporate governance committee and compensation and benefits committee,
prior to Lehman's collapse in late 2008. Additionally, in 2007 and 2008, Ms.
Evans served on Lehman's finance and risk committee, which was charged with
the duty of reviewing and advising the board on Lehman's financial policies
and practices, including risk management. Given the significant lack of
oversight provided by Ms. Evans during her tenure at Lehman, particularly in
the area of risk management, we question her continued service on any public
company board."(emphasis added)

On the Strong Qualifications of Starboard's Nominees:

"The Dissident's nominees include individuals with significant retail and
turnaround experience, as well as Starboard's co-founder and CEO, who would
add shareholder perspective to the board. Ms. Jamison has an impressive track
record as CFO at both fast-casual restaurant Cosi Inc. and wireless
communications company ISCO International. She has served on the board of
Tractor Supply Co., including as lead director, and on the board of B&G Foods.
In her roles, Ms. Jamison helped lead these companies through various
challenges and transition periods. As a result, she seems well-suited for the
Office Depot board."

"Mr. Vassalluzzo worked in various roles at Staples for 16 years, rising to
the position of vice chairman. His responsibilities included overseeing
Staples' store and distribution build-up during Staples' phenomenal growth
cycle. Thus, his experience and insight in the office supply retail industry
would likely prove to be very valuable on the Office Depot board as the
Company seeks to right-size its store count and footprint. Mr. Vassalluzzo
also serves as chairman of Federal Realty and as lead director at Life Time
Fitness, where shareholder returns have been significantly positive since he
took over those roles. We also note that, as one of its settlement proposals
to Starboard leading up to the proxy contest, the Office Depot board offered a
board seat to Mr. Vassalluzzo, showing that it too sees value in his potential
contributions as a board member."

"We also believe that the addition of Mr. Smith would be appropriate in this
case. As CEO of Starboard, the Company's largest shareholder, Mr. Smith would
ensure that the board maintains significant shareholder representation. He
also has extensive board experience at public companies in various industries
where he has sought to identify and guide companies towards value-creation
opportunities. Given Starboard's detailed plan of suggestions to improve
Office Depot's operating performance, its push for the sale of the joint
venture interest and its support for the merger with OfficeMax, we believe his
addition to the board would help to maximize the expected synergies and
operating performance of the combined company, assuming the merger closes."

Jeffrey C. Smith, Managing Member, Chief Executive Officer and Chief
Investment Officer of Starboard Value, stated, "Both Glass Lewis and ISS have
now recommended for much-needed change to the Office Depot Board at this
critical juncture and for shareholders to vote on the GOLD proxy card.
Importantly, in so recommending for Starboard nominees, these independent
proxy voting advisory firms have dismissed any notion that Starboard's
nominees would disrupt the OfficeMax Merger integration process and have
instead concluded that their election would put the Company in the best
position to achieve future success. We greatly appreciate the strong support
from shareholders who have already voted for Starboard's nominees on the GOLD
proxy card and urge all of our fellow shareholders to vote their GOLD proxy
card today to elect all four of our director nominees who are firmly committed
to the future success of Office Depot, whether as a merged or stand-alone

About Starboard Value LP

Starboard Value LP is a New York-based investment adviser with a focused and
differentiated fundamental approach to investing in publicly traded U.S. small
cap companies. Starboard invests in deeply undervalued small cap companies and
actively engages with management teams and boards of directors to identify and
execute on opportunities to unlock value for the benefit of all shareholders.

Investor contacts:

Peter Feld, (212) 201-4878
Gavin Molinelli, (212) 201-4828

If you have any questions, require assistance with submitting your GOLD proxy
card or need additional copies of the proxy materials, please contact:

Okapi Partners
Bruce H. Goldfarb / Patrick McHugh
(212) 297-0720
(877) 869-0171 (toll-free)

SOURCE Starboard Value LP

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