The ODP (ODP) Proxy Filing summary

Executive summary

• Special meeting scheduled for December 5, 2025, to vote on a merger agreement where the company will be acquired for $28.00 per share in cash, representing a 34.5% premium over the pre-announcement price.

• The board unanimously recommends voting in favor of the merger, the executive compensation proposal, and the adjournment proposal.

• If approved, the company will become a wholly owned subsidiary of the acquirer and its shares will be delisted from Nasdaq.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) a proposal to adjourn the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; the executive compensation and adjournment proposals require a majority of shares present or represented by proxy.

• Dissenting stockholders may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The board conducted a comprehensive review of strategic alternatives, engaged J.P. Morgan as financial advisor, and received a fairness opinion supporting the transaction.

• The board considered multiple bids and determined the $28.00 per share offer was the highest and best reasonably obtainable.

• The board is composed of a majority of independent directors and followed a thorough process in evaluating the merger.