| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
2021 Long-Term Incentive Plan
At The ODP Corporation’s (the “Company” or “ODP”) 2021 Annual Meeting of Shareholders held on April 21, 2021 (the “Annual Meeting”), shareholders of the Company approved the Company’s 2021 Long-Term Incentive Plan (the “2021 Plan”), which will replace the Company’s 2019 Long-Term Incentive Plan (the “2019 Plan”) for future grants to certain employees, directors, consultants, advisors and other persons who perform services for the Company and its subsidiaries. The Company’s board of directors unanimously approved the 2021 Plan on March 10, 2021, subject to shareholder approval. The results of the shareholder vote on the 2021 Plan are set forth further below under Item 5.07 of this Current Report on Form 8-K.
The 2021 Plan, which became effective upon shareholder approval at the Annual Meeting (the “Plan Effective Date”), provides for the grant of performance shares, performance units, restricted stock, restricted stock units (“RSUs”), non-qualified stock options (“NQSOs”), incentive stock options (“ISOs”), stock appreciation rights (“SARs”) and other awards or any combination thereof to eligible participants. ISOs may be granted only to employees of ODP or its subsidiaries. Subject to adjustment, the aggregate number of shares of Company common stock that are available for issuance pursuant to awards granted under the 2021 Plan is three million, four hundred thousand (3,400,000). The share pool will be reduced by one share for every one share subject to an award granted after December 26, 2020, under the 2019 Plan. The shares issued pursuant to awards under the 2021 Plan will be made available from shares currently authorized but unissued or shares currently held (or subsequently acquired) by the Company as treasury shares, including shares purchased on the open market or in private transactions.
The 2021 Plan will be administered by the Compensation & Talent Committee or such other committee consisting of two or more independent members of the Board of Directors as may be appointed by the Board to administer the 2021 Plan (the “Committee”). The Committee will determine the individuals to whom awards will be granted, the number of shares subject to an award, and the other terms and conditions of an award.
No additional awards shall be granted under the 2019 Plan after the Plan Effective Date, and all remaining shares available for grant under the 2019 Plan were cancelled on the Plan Effective Date. In addition to the 2019 Plan, the Company maintains outstanding awards under The ODP Corporation 2017 Long-Term Incentive Plan (the “2017 Plan”), The ODP Corporation 2015 Long-Term Incentive Plan (the “2015 Plan”) and the 2003 OfficeMax Incentive and Performance Plan (the “2003 OMIPP” and together with the 2019 Plan, the 2017 Plan and the 2015 Plan, the “Prior Plans”). Outstanding awards under the Prior Plans shall continue to be governed by the Prior Plans and the agreements under which they were granted.
This summary of the 2021 Plan is subject to and qualified in its entirety by reference to the full text of the 2021 Plan, which is set forth in Annex 1 to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on March 12, 2021 and is incorporated herein by reference.
Copies of the form of restricted stock unit award agreement, form of lump sum restricted stock unit award agreement (non-employee directors), form of installment payment restricted stock unit award agreement (non-employee directors), form of FCF performance share award agreement and form of TSR performance share award agreement under the 2021 Plan are attached to this Current Report on Form 8-K as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, and are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 21, 2021, the Company held its Annual Meeting. As of the record date, there were 53,524,445 common shares entitled to one vote per share. Results of votes with respect to proposals submitted at that meeting are as follows:
| | 1. | To elect ten (10) 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 ten members to serve as directors. Votes recorded, by nominee, were as follows: |
| | | | | | | | | | | | | | | | |
Name | | For | | | Against | | | Abstain | | | Broker
Non-Votes | |
Quincy L. Allen | | | 37,190,058 | | | | 7,115,161 | | | | 10,124 | | | | 2,276,935 | |
Kristin A. Campbell | | | 36,675,059 | | | | 7,630,805 | | | | 9,479 | | | | 2,276,935 | |
Marcus B. Dunlop | | | 43,833,320 | | | | 467,257 | | | | 14,766 | | | | 2,276,935 | |
Cynthia T. Jamison | | | 34,146,594 | | | | 10,158,501 | | | | 10,248 | | | | 2,276,935 | |
Francesca Ruiz de Luzuriaga | | | 36,623,628 | | | | 7,682,208 | | | | 9,507 | | | | 2,276,935 | |
Shashank Samant | | | 37,173,919 | | | | 7,130,384 | | | | 11,040 | | | | 2,276,935 | |
Wendy L. Schoppert | | | 41,560,185 | | | | 2,744,805 | | | | 10,353 | | | | 2,276,935 | |
Gerry P. Smith | | | 34,925,319 | | | | 9,380,141 | | | | 9,883 | | | | 2,276,935 | |
David M. Szymanski | | | 36,705,630 | | | | 7,599,298 | | | | 10,415 | | | | 2,276,935 | |
Joseph S. Vassalluzzo | | | 37,109,207 | | | | 7,195,998 | | | | 10,138 | | | | 2,276,935 | |
