Urges Shareholders to Withhold Votes from Company Nominees
FORT LAUDERDALE, Fla., April 17 /PRNewswire/ -- Woodbridge Equity FundLLLP and Levitt Corporation (NYSE: LEV), together 'Woodbridge,' todayannounced that they no longer intend to nominate candidates for election tothe board of directors of Office Depot (NYSE: ODP) at the Company's upcomingannual meeting on April 23, 2008. Woodbridge also urges Office Depotshareholders to withhold votes from the Company's nominees.
Alan B. Levan, President of Woodbridge Capital Corporation, the GeneralPartner of Woodbridge Equity Fund LLLP, commented: 'Our objective in wagingthis proxy fight was to provide a strong wake-up call to Office Depot's boardand management team that the current governance, oversight and overallperformance of the Company are unacceptable and that steps must be taken toincrease shareholder value. We believe we have been successful in deliveringthat message, as well as drawing attention and scrutiny to the unacceptableperformance of Office Depot.
'As Office Depot shareholders, we hope that the board and management takethe necessary steps to deliver value for all shareholders. Since we arewithdrawing our nominees, we recommend all shareholders withhold their votesfor the Office Depot directors in order to send the strongest message possibleto this management team and board that Office Depot's performance, leftunchanged, is unacceptable,' continued Mr. Levan.
In making its determination not to proceed with the nominations,Woodbridge took into account the fact that the proxy advisory firms haveexpressed strong reservations about the performance of the current board andmanagement. Accordingly, the proxy advisory firms have recommended thatshareholders either withhold votes, or suggested that in the absence of theproxy contest they would have recommended that shareholders withhold votes,from a significant number of the Company's nominees. Our decision will makeit easier for Office Depot shareholders to express their dissatisfaction withthe current Office Depot board by withholding their votes from the Company'snominees and Woodbridge urges all Office Depot Shareholders to do so.
'Rather than continue this costly battle we have decided not to proposeour candidates for election at the meeting. However, we hope that OfficeDepot's board and management heed our call for action, as well as the callsfor change delivered by the proxy advisory firms,' continued Mr. Levan.
Woodbridge's withdrawal does not change the fact that the Companycontinues to perform poorly, as most recently evidenced by Standard & Poor'sdecision to lower Office Depot's debt rating to junk bond status. In fact,each proxy advisory firm echoed Woodbridge's criticisms of Office Depot andthe need for change:
RiskMetrics Group's ISS Governance Services ('ISS'):(1) -- 'The decline in the company's stock price is substantially greater than that witnessed by its peers. The rapid deterioration in the company's stock price has adversely impacted Total Shareholder Return ('TSR') despite approx. $2 billion in share repurchases from FY2005 to FY2007. We note that ODP underperformed all its peers in terms of 1-year, 3- year and 5-year total shareholder returns (TSR) for the period ending March 31, 2008....' -- 'While it is difficult to ascertain the exact impact of the Florida and California markets on the financials, we note that 24.8% of ODP and 19.0% of SPLS U.S. based stores are in California and Florida. Though both ODP and SPLS have relatively significant exposure to the two states, SPLS' SSS(2) and margins were not as significantly affected by the regional dynamics as ODP was.' -- 'We note that ODP's current strategic initiatives, announced in response to the deterioration in 2HFY2007 performance, seem to address similar issues that have affected the company since 2005.
