UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): February 3, 2020

OFFICE DEPOT, INC.

(Exact Name of Registrant as Specified in its Charter)

(561) 438-4800

(Registrant’s Telephone Number, Including Area Code)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 3, 2020, the Board of Directors (the “Board”) of Office Depot, Inc. (the “Company”), upon the recommendation of the Corporate Governance and Nominating Committee of the Company, increased the size of the Board from eight to ten members and appointed each of Quincy L. Allen and Shashank Samant as an independent director of the Company, effective as of February 6, 2020 (the “Effective Date”), to fill the newly created vacancies. Messrs. Allen and Samant will each serve until the Company’s 2020 Annual Meeting of Shareholders (the “Annual Meeting”), when they will be subject to re-election to the Board by a vote of the Company’s shareholders, or until their earlier resignation or removal. None of Messrs. Allen and Samant has been appointed as a member of any committee of the Board at this time; however, the Company expects to appoint each of them to one or more committees of the Board in the future.

In connection with their appointments as directors, Messrs. Allen and Samant are entitled to receive the pro rata portion of the standard compensation for service on the Board by the Company’s non-management directors for the period from the Effective Date through the date of the Annual Meeting. The standard compensation currently consists of an annual cash retainer, paid in quarterly installments, in the amount of $75,000 per year, and an annual equity award of common stock granted in a lump sum following the release of election results from the Annual Meeting (unless deferred in the form of restricted stock units to be distributed in shares following termination of service on the Board) with a grant date fair value of approximately $135,000. The pro rata portion of the aforementioned compensation to which Messrs. Allen and Samant are entitled in connection with their appointment will be paid on the date of the next scheduled quarterly payment. All non-management directors are also reimbursed for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings.

The Company expects Messrs. Allen and Samant to enter into standard director and officer indemnification agreements that it has with its directors and officers. A copy of the Company’s form of director and officer indemnification agreement was filed as Exhibit 10.63 to the Company’s Form 10-K filed on February 28, 2018.

There are no arrangements or understandings between Messrs. Allen and Samant and any other persons pursuant to which Messrs. Allen and Samant were selected as directors. There are no transactions, arrangements or relationships between the Company or its subsidiaries, on the one hand, and Messrs. Allen and Samant, on the other hand, which would require disclosure pursuant to Item 404(a) of Regulation S-K.

A copy of the Company’s press release publicly announcing the appointments of Messrs. Allen and Samant is filed as Exhibit 99.1 attached hereto and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

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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.

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