The ODP (ODP) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 1, 2025, with virtual participation and voting options for shareholders.

• Key business highlights include a strong balance sheet, $300M in share repurchases, and expansion into the hospitality sector.

• The company sold its Varis digital procurement platform in 2024 to focus on core operations.

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 amendment to the 2021 Long-Term Incentive Plan are on the agenda.

• Board recommends voting FOR all proposals.

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, and proxy access for shareholders.

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

• Regular board and committee self-evaluations, director education, and robust shareholder engagement.