Rejects Recommendation from Proxy Advisory Firm, ISS
FORT LAUDERDALE, Fla., April 14 /PRNewswire/ -- Woodbridge Equity FundLLLP and Levitt Corporation (NYSE: LEV), together 'Woodbridge,' todayreiterated its recommendation that shareholders of Office Depot, Inc.(NYSE: ODP) elect Woodbridge's two highly-qualified nominees, Mark Begelmanand Martin E. Hanaka, to the Office Depot board of directors at Office Depot'supcoming 2008 annual meeting, which is scheduled for April 23, 2008.Shareholders can vote their GOLD proxy card FOR Woodbridge's nominees byInternet, telephone or mail today.
Commenting on the proxy advisory report issued by RiskMetrics Group's ISSGovernance Services (ISS) on April 11, 2008, Alan B. Levan, President ofWoodbridge Capital Corporation, the General Partner of Woodbridge Equity FundLLLP said, 'While ISS did not recommend for our nominees, we are pleased thatISS has clearly recognized that change at Office Depot is necessary and thatthe status quo is not working. ISS has agreed that Office Depot isunderperforming its peers despite operating in a virtually identical macroenvironment. ISS has also noted that Office Depot's latest strategic plan isaimed at addressing issues the Company has faced, and unsuccessfullyaddressed, since 2005. Furthermore, we are pleased that ISS concurs thatOffice Depot's executive compensation is egregious and has recommendedshareholders to withhold votes on five incumbent directors on the compensationcommittee.
'In addition to those issues raised in the ISS report, we are also veryconcerned by the recent losses of key customers due to overcharging andservice issues, the troubling vendor payment issues, the ongoinginvestigations into earnings restatements and what we see as a track record ofSteve Odland managing for short term results. We firmly believe that ourhighly-qualified nominees will bring to the board the necessary leadership,expertise and corporate governance oversight required to enact real change atthe Company. If elected, Mr. Begelman and Mr. Hanaka will work with theentire board to ensure that management delivers on strategic plans toturn-around the Company, address governance issues and protect shareholders'investments,' concluded Mr. Levan.
For additional information regarding Woodbridge's nominees, go towww.RebuildOfficeDepot.com.
The full text of Woodbridge's letter appears below:
PROTECT YOUR INVESTMENT, VOTE FOR WOODBRIDGE'S DIRECTOR NOMINEES
SIGN, DATE AND RETURN THE ENCLOSED GOLD PROXY CARD TODAY
Dear Fellow Shareholder:
As we get closer to the date of Office Depot's annual meeting on April23rd, we urge you to send the management of Office Depot a strong message byvoting for Woodbridge nominees Mark Begelman and Martin E. Hanaka. Ifelected, our highly-qualified nominees will not only provide the necessaryexpertise and leadership to finally turn around Office Depot, but will alsoensure that the Company's senior management and board are held accountable forthe Company's performance, instead of allowing them to consistently blame themacro environment for their failure to deliver on their promises and rewardingthem for their mismanagement and inability to effect their strategic plans.
RECENT ISS RECOMMENDATION CONFIRMS THAT CHANGE IS NEEDED NOW AT OFFICE DEPOT
DUE TO CONTINUED UNDERPERFORMANCE AND NO SIGN OF PROGRESS IN TURNING AROUND
COMPANY OVER LAST SEVERAL YEARS
The report issued by RiskMetrics Group's ISS Governance Services ('ISS')on April 11, 2008(1) confirms that change at Office Depot is needed, as wehave highlighted repeatedly. ISS agrees that Office Depot has substantiallyunderperformed its competitors and has not returned any value to shareholdersover the last several years. The ISS report states:
'The decline in the company's stock price is substantially greater thanthat witnessed by its peers. The rapid deterioration in the company's stockprice has adversely impacted Total Shareholder Return ('TSR') despite approx.$2 billion in share repurchases from FY2005 to FY2007. We note that ODPunderperformed all its peers in terms of 1-year, 3-year and 5-year totalshareholder returns (TSR) for the period ending March 31, 2008 ... '
We have called on Office Depot to stop blaming the macro economicenvironment for its dismal operating results. It is time for the Company toassume responsibility and stop pointing to the economy for all its troubles.ISS also agrees that after evaluating competitor performances, the macroeconomic landscape does not explain the Company's declining metrics:
'While it is difficult to ascertain the exact impact of the Florida andCalifornia markets on the financials, we note that 24.8% of ODP and 19.0% ofSPLS U.S. based stores are in California and Florida. Though both ODP and SPLShave relatively significant exposure to the two states, SPLS' SSS(2) andmargins were not as significantly affected by the regional dynamics as ODPwas.'
In addition, the ISS report highlights as we have stated all along thatthe Company has been facing the same issues since 2005 without making adequateprogress in turning around the business:
'We note that ODP's current strategic initiatives, announced in responseto the deterioration in 2HFY2007 performance, seem to address similar issuesthat have affected the company since 2005.