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
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(Exact Name of Registrant as Specified in its Charter)
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Securities registered pursuant to Section 12(b) of the Act:
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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 May 1, 2025, The ODP Corporation (the “Company”) held its Annual Meeting. As of the record date, there were 29,818,271 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 eight (8) 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 eight members to serve as directors. Votes recorded, by nominee, were as follows: |
| Name |
For |
Against |
Abstain |
Broker | ||||
| Quincy L. Allen | 22,424,358 | 2,449,887 | 20,848 | 2,705,385 | ||||
| Kristin A. Campbell | 22,242,430 | 2,629,682 | 22,981 | 2,705,385 | ||||
| Cynthia T. Jamison | 22,152,055 | 2,728,115 | 14,923 | 2,705,385 | ||||
| Evan Levitt | 22,491,920 | 2,388,268 | 14,905 | 2,705,385 | ||||
| Shashank Samant | 22,314,950 | 2,567,307 | 12,836 | 2,705,385 | ||||
| Amy Schioldager | 22,465,441 | 2,413,993 | 15,659 | 2,705,385 | ||||
| Wendy L. Schoppert | 22,582,248 | 2,299,336 | 13,509 | 2,705,385 | ||||
| Gerry P. Smith | 22,696,628 | 2,183,531 | 14,934 | 2,705,385 |
| 2. | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025. The Company’s shareholders voted to approve this proposal with 26,473,450 votes for and 1,119,696 votes against. There were 7,332 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 18,102,096 votes for and 6,773,361 votes against. There were 19,636 abstentions and 2,705,385 broker non-votes. |
| 4. | To approve an amendment to the Amended and Restated Certificate of Incorporation to provide for officer exculpation. The Company’s shareholders voted to approve this proposal with 21,452,130 votes for and 3,426,438 votes against. There were 16,525 abstentions and 2,705,385 broker non-votes. |
| 5. | The proposal to approve an amendment to The ODP Corporation 2021 Long-Term Incentive Plan was withdrawn by the Company prior to the Annual Meeting and was not voted on. |
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: May 2, 2025 | /s/ Sarah E. Hlavinka | |||||
| Name: | Sarah E. Hlavinka | |||||
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |||||