Office Depot’s largest common stockholder sued the company this week to compel it to hold an annual shareholders meeting.
The Boca Raton-headquartered office supply superstore chain has said it will hold a regular shareholders meeting after a special meeting to vote on a merger with OfficeMax.
Office Depot (NYSE: ODP, $4.28 as of 1 p.m. Friday) and OfficeMax (NYSE: OMX, $11.18) announced in February they planned to merge and expect approval by shareholders and federal agencies by the end of the year. About 1,750 people work at headquarters in Boca Raton, but no decision has been made about where a joint company headquarters would be or who would run it.
Both companies have a special shareholder meeting scheduled July 10 for the merger vote.
But it has been more than 13 months since Office Depot’s last annual meeting, held April 26, 2012, and Delaware law where the company is incorporated, the Court of Chancery, as state court is called there, can require it to hold the meeting, according to document filed with the Securities and Exchange Commission.
“The OfficeMax Merger does not provide a valid reason for the Issuer to deprive stockholders of their right to meet annually to elect directors,” Starboard Value stated in SEC filings Friday.
Office Depot declined to comment on pending litigation, and maintained its stance about the annual meeting.
“The company has committed to holding its annual shareholder meeting as soon as practical after its special shareholder meeting, which is scheduled for July 10, and is taking steps to set a record date and annual shareholder meeting date,” the company said in an emailed statement.
Starboard Value owns 14.8 percent of Office Depot’s stock, worth about $180 million, and has nominated six people to the board. It has also sent out a solicitation of written consents to other shareholders to try and have four of its nominees named to the board, replacing current board members.
Those board members voted last year to enact a “poison pill,” blocking Starboard Value from owning more than 15 percent of the company’s stock.