8-K

THE ODP CORPORATION

Date: April 29, 2024

/s/ Sarah E. Hlavinka

Sarah E. Hlavinka

Executive Vice President, Chief Legal Officer and Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): April 25, 2024

THE ODP CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware

1-10948

85-1457062

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6600 North Military Trail,

Boca Raton, FL

33496

(Address of Principal Executive Offices)

(Zip Code)

(561) 438-4800

(Registrant’s Telephone Number, Including Area Code)

Former Name or Former Address, If Changed Since Last Report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading
Symbol(s)

Name of Each Exchange

on which Registered

Common Stock, par value $0.01 per share

ODP

The NASDAQ Stock Market

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

On April 25, 2024, the Company held its Annual Meeting. As of the record date, there were 36,618,645 common shares entitled to one vote per share. Results of votes with respect to proposals submitted at that meeting are as follows:

To elect seven (7) members of the Company’s board of directors to serve until the next annual meeting, until their successors have been elected and qualified, or until their resignation or removal. Our shareholders voted to elect all seven members to serve as directors. Votes recorded, by nominee, were as follows:


Name	For	Against	Abstain	Broker Non-Votes
Quincy L. Allen	31,770,319	255,178	12,718	2,062,670
Kristin A. Campbell	31,649,421	378,812	9,982	2,062,670
Cynthia T. Jamison	31,049,205	978,279	10,731	2,062,670
Shashank Samant	31,792,925	233,576	11,714	2,062,670
Wendy L. Schoppert	31,703,065	324,757	10,393	2,062,670
Gerry P. Smith	31,619,905	399,787	18,523	2,062,670
Joseph S. Vassalluzzo	31,455,325	566,294	16,596	2,062,670

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2024. The Company’s shareholders voted to approve this proposal with 33,240,982 votes for and 844,469 votes against. There were 15,434 abstentions and 0 broker non-votes.

3.	To hold an advisory vote on the compensation of the Company’s named executive officers. The Company’s shareholders voted to approve this proposal with 31,569,866 votes for and 452,031 votes against. There were 16,318 abstentions and 2,062,670 broker non-votes.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.