The ODP (ODP) Proxy Filing summary

Executive summary

• Annual meeting to be held virtually in 2025, with shareholders voting on five key proposals, including director elections, auditor ratification, executive compensation, officer exculpation, and an amendment to the long-term incentive plan.

• Company remains focused on B2B growth, operational efficiency, and sustainability, with significant progress in cost savings, ESG initiatives, and shareholder value creation.

• Maintained strong liquidity, executed $300M in share repurchases, and expanded into new industry segments such as hospitality.

Voting matters and shareholder proposals

• Election of eight directors, ratification of Deloitte & Touche LLP as auditor, advisory vote on executive compensation, amendment for officer exculpation, and increase in shares for the 2021 Long-Term Incentive Plan.

• Board recommends voting FOR all proposals.

• Shareholders can vote online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• Board consists of eight members, 88% independent, 50% women, and 25% ethnically diverse.

• Separation of Chair and CEO roles, annual director elections, majority voting, proxy access, and robust stock ownership guidelines.

• Board committees (Audit, Compensation & Talent, Corporate Governance & Nominating) are 100% independent.

• Annual board and committee self-evaluations, director education, and active shareholder engagement.