Officemax 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report:	May 4, 2012
Date of earliest event reported:	April 30, 2012

OFFICEMAX INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	1-5057	82-0100960
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
263 Shuman Blvd. Naperville, Illinois		60563
(Address of principal executive offices)		(Zip Code)

(630) 438-7800

(Registrant’s telephone number, including area code)

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))

Item 5.07. Submission of Matters to a Vote of Security Holders.

OfficeMax Incorporated (“OfficeMax”) held its annual stockholders’ meeting on April 30, 2012. At the annual meeting, OfficeMax’s stockholders (i) elected each of the persons listed below to serve as an OfficeMax director for a term that will continue until the next annual meeting of stockholders or until his or her successor has been duly elected and qualified or the director’s earlier resignation, death or removal, (ii) approved the appointment of KPMG LLP to serve as OfficeMax’s independent registered public accounting firm for 2012, and (iii) adopted, on a non-binding, advisory basis, a resolution approving the compensation of OfficeMax’s named executive officers described under the heading “Executive Compensation” in OfficeMax’s proxy statement.

OfficeMax’s independent inspector of elections reported the vote of the stockholders as follows:

Proposal 1: The election of directors.

Name	FOR		AGAINST		WITHHOLD		BROKER NON-VOTE
Warren F. Bryant		66,511,608		390,880		378,876		8,762,078
Joseph M. DePinto		65,948,732		943,632		389,000		8,762,078
Rakesh Gangwal		65,337,508		1,658,362		285,494		8,762,078
V. James Marino		66,518,675		387,211		375,478		8,762,078
William J. Montgoris		65,953,742		939,342		388,280		8,762,078
Francesca Ruiz de Luzuriaga		65,918,256		988,351		374,757		8,762,078
Ravichandra K. Saligram		66,144,423		851,811		285,130		8,762,078
David M. Szymanski		65,839,417		1,053,677		388,270		8,762,078

Proposal 2: The appointment of KPMG LLP as OfficeMax’s independent registered public accounting firm for 2012.

00,000,000		00,000,000		00,000,000	00,000,000
FOR	AGAINST		ABSTAIN
75,504,365		493,119		45,958

Proposal 3: The adoption, on a non-binding, advisory basis, of a resolution approving the compensation of OfficeMax’s named executive officers described under the heading “Executive Compensation” in OfficeMax’s proxy statement.

00,000,000		00,000,000		00,000,000		00,000,000
FOR	AGAINST		ABSTAIN		BROKER NON-VOTE
64,000,132		3,078,534		202,698		8,762,078

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.

Dated: May 4, 2012

OFFICEMAX INCORPORATED
By:	/s/ Matthew R. Broad
	Matthew R. Broad Executive Vice President and General Counsel