SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<Table>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
</Table>
OFFICEMAX, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------------------
(4) Date Filed:
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[OfficeMax Logo]
------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 2002
------------------------------------
To Our Shareholders:
Notice is hereby given that the 2002 Annual Meeting of Shareholders of
OfficeMax, Inc., an Ohio corporation, will be held at the Company's
International Headquarters, 3605 Warrensville Center Road, Shaker Heights, Ohio,
on Tuesday, May 21, 2002, at 9:00 a.m. local time. At the meeting, shareholders
will act on the following matters:
(1) The election of five directors; and
(2) Any other matters that properly come before the meeting.
We describe each item in more detail in this proxy statement, which you
should read in its entirety before voting.
Only shareholders of record of OfficeMax common shares (NYSE:OMX) at the
close of business on April 5, 2002, are entitled to notice of, and to vote at,
the meeting or any adjournments or postponements of the meeting.
By order of the Board of Directors,
/s/ Ross H. Pollock
Ross H. Pollock
Secretary
April 19, 2002
Shaker Heights, Ohio
YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. YOU
CAN VOTE OVER THE INTERNET, BY TELEPHONE OR BY USING A TRADITIONAL PROXY CARD.
Detailed voting instructions appear on the next page.
Holders whose shares are held in "street name" who plan to attend the
meeting will be required to produce a copy of a brokerage statement reflecting
share ownership as of the record date.
OfficeMax, Inc.
3605 Warrensville Center Road
Shaker Heights, Ohio 44122 [OfficeMax Logo]
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
- --------------------------------------------------------------------------------
<Table>
TIME............................................ 9:00 a.m. local time, on Tuesday, May 21, 2002
PLACE........................................... OfficeMax International Headquarters
3605 Warrensville Center Road
Shaker Heights, Ohio 44122
ITEMS OF BUSINESS............................... (1) Election of five directors; and
(2) Any other matters that properly come before the
meeting.
RECORD DATE..................................... You are entitled to vote if you were a shareholder
of record at the close of business on April 5,
2002.
ANNUAL REPORT................................... Our 2001 Annual Report to Shareholders for the
fiscal year ended January 26, 2002, which is not a
part of the proxy soliciting material, is enclosed.
PROXY VOTING.................................... Shareholders of record can vote by one of the
following methods:
- VISIT THE WEB SITE AT http://www.eproxyvote.com/omx
to vote over the Internet anytime up to 12:00 midnight
New York time on May 20, 2002;
OR
- CALL 1-877-779-8683 from the U.S. and Canada
(this call is free) or 001-1-201-536-8073 from
other countries to vote by telephone anytime up
to 12:00 midnight New York time on May 20, 2002;
OR
- MARK, SIGN, DATE AND RETURN the enclosed proxy
card in the envelope provided.
</Table>
You may revoke your proxy in the manner described in the accompanying proxy
statement at any time up to the time your proxy is voted on the date of the
meeting.
April 19, 2002
- --------------------------------------------------------------------------------
SAVE OUR COMPANY TIME AND MONEY
Please take advantage of two cost effective and convenient ways to vote
your shares:
- via the Internet
- by telephone
PLEASE VOTE YOUR SHARES PROMPTLY
- --------------------------------------------------------------------------------
[OfficeMax Logo]
3605 Warrensville Center Road
Shaker Heights, Ohio 44122
------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 2002
------------------------
We are furnishing this proxy statement in connection with the solicitation
of proxies on behalf of our Board of Directors for use at the Annual Meeting of
Shareholders to be held at the Company's International Headquarters, 3605
Warrensville Center Road, Shaker Heights, Ohio, on Tuesday, May 21, 2002, at
9:00 a.m. local time. This proxy statement and the accompanying proxy card,
together with our Annual Report to Shareholders for the fiscal year ended
January 26, 2002, are being mailed to shareholders on or about April 19, 2002.
ABOUT THE ANNUAL MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At our annual meeting, shareholders will act upon the matters outlined in
the notice of meeting on the cover page of this proxy statement, including the
election of directors. In addition, our management will report on our
performance during fiscal year 2001 and respond to questions from shareholders.
WHO IS ENTITLED TO VOTE?
Only shareholders of record at the close of business on the record date,
April 5, 2002, are entitled to receive notice of the annual meeting and to vote
their shares that they held on that date at the meeting, or any adjournment or
postponement thereof. Each outstanding common share entitles its holder to cast
one vote on each matter to be voted upon.
WHO CAN ATTEND THE MEETING?
All shareholders as of the record date, or their duly appointed proxies,
may attend the meeting. Registration will begin at 8:00 a.m. Only shareholders
of record at the close of business on April 5, 2002, are entitled to notice of,
and to vote at, the meeting or any adjournment or postponement thereof.
WHAT CONSTITUTES A QUORUM?
The presence at the meeting, in person or by proxy, of the holders of a
majority of the voting power of all shares outstanding on the record date will
constitute a quorum. As of the record date, 123,667,313 common shares were
outstanding. Each common share is entitled to one vote at the meeting. Proxies
received but marked "WITHHELD" and broker non-votes will be included in the
calculation of the number of shares considered to be present at the meeting.
1
HOW DO YOU VOTE?
Shareholders of record can vote by one of the following methods:
- VISIT THE WEB SITE AT http://www.eproxyvote.com/omx to vote over the
Internet anytime up to 12:00 midnight New York time on May 20, 2002; or
- CALL 1-877-779-8683 from the U.S. and Canada (this call is free) or
001-1-201-536-8073 from other countries to vote by telephone anytime up
to 12:00 midnight New York time on May 20, 2002; or
- MARK, SIGN, DATE AND RETURN the enclosed proxy card in the envelope
provided.
If you are a registered shareholder and attend the meeting, you may deliver your
completed proxy card in person or you may vote in person. Holders whose shares
are held in "street name" who wish to vote at the meeting must obtain a proxy
from the institution that holds their shares.
CAN YOU CHANGE YOUR VOTE OR REVOKE YOUR PROXY AFTER YOU SUBMIT YOUR PROXY VOTE?
Yes. Even after you have voted your proxy by the Internet or telephone, or
have executed and returned your proxy card, you may change your vote at any time
prior to its exercise by giving written notice to OfficeMax or in open meeting,
by executing and forwarding a later-dated proxy card to OfficeMax, or by voting
a later proxy by the Internet or telephone. Attendance at the meeting will not
by itself revoke a previously granted proxy.
HOW DO YOU VOTE YOUR 401(k) AND EXECUTIVE SAVINGS PLAN SHARES?
If you participate in OfficeMax's 401(k) Savings Plan or Executive Savings
Deferral Plan, you will receive a proxy card that will include the number of
common shares equivalent to the value of your account. If you complete and
properly sign the proxy card and return it by May 20, 2002, or vote by telephone
or the Internet, the trustee of the plan will vote your shares in accordance
with your proxy. If you do not return your proxy, or vote by telephone or the
Internet, the share equivalents credited to your account will be voted by the
trustee in the same proportion in which it votes share equivalents for which
timely proxies were delivered.
WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?
- Election of Directors. The five nominees who receive the most votes will
be elected. A properly executed proxy marked "WITHHELD" with respect to
the election of one or more directors will not be voted with respect to
the director or directors indicated, although it will be counted for
purposes of determining whether there is a quorum.
- Other Items. For each other item, the affirmative vote of the holders of
a majority of the shares represented in person or by proxy and entitled
to vote on the item will be required for approval. A properly executed
proxy marked "WITHHELD" with respect to any such matter will not be
voted, although it will be counted for purposes of determining whether
there is a quorum. Accordingly, an abstention will have the effect of a
negative vote.
If you hold your shares in "street name" through a broker or other nominee,
your broker or nominee may not be permitted to exercise voting discretion with
respect to some of the matters to be acted upon. Thus, if you do not give your
broker or nominee specific instructions, your shares may not be voted on those
matters and will not be counted in determining the number of votes necessary for
approval. Shares represented by such "broker non-votes" will, however, be
counted in determining whether there is a quorum.
WHAT ARE THE BOARD'S RECOMMENDATIONS?
Unless you give other instructions on your proxy card, or with your vote on
the Internet or by telephone, the persons named as proxies on the proxy card
will vote in accordance with the recommendations of our Board of
2
Directors. Our Board's recommendation for each item and a description of each
item are included in this proxy statement. In summary, our board recommends a
vote:
- for election of all five nominees.
With respect to any other matters that properly come before the meeting,
the proxies will vote as recommended by the Board of Directors or, if no
recommendation is made, using their own discretion.
WHOM DO YOU CONTACT IF YOU HAVE ADDITIONAL QUESTIONS?
If you have any questions prior to the annual meeting, please contact the
OfficeMax Investor Relations Department at (216) 471-6697 or via email at:
investor@officemax.com.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Common Shares. Except as set forth below, we know of no single person or
group that is the beneficial owner of more than 5% of our common shares.
<Table>
<Caption>
NUMBER OF
NAME AND ADDRESS COMMON SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------- ------------------ --------
Orient Star Holdings LLC................................... 14,900,000(1) 12.0%
1000 Louisiana Street
Suite 565
Houston, TX 77002
Mellon Financial Corporation............................... 8,586,950(2) 6.9%
c/o Mellon Financial Corporation
One Mellon Center
Pittsburgh, PA 15258
Gateway Companies, Inc..................................... 6,486,109(3) 5.2%
14303 Gateway Place
Poway, CA 92064
</Table>
--------------------
(1) Based on information obtained from a Schedule 13G filed on February 8, 2002,
and a Form 4 filed on April 8, 2002, by the following: Carlos Slim Helu,
Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, Maria
Soumaya Slim Domit, Vanessa Paola Slim Domit, Johanna Monique Slim Domit,
Inmobiliaria Carso, S.A. de C.V., a Mexican corporation, and Orient Star
Holdings LLC, a Delaware limited liability company.
(2) Based on information obtained from a Schedule 13G filed on January 23, 2002,
by Mellon Financial Corporation, The Boston Company, Inc., Boston Safe
Deposit and Trust Company, Mellon Bank, N.A., Mellon Capital Management
Corporation, The Dreyfus Corporation, The Boston Company Asset Management,
LLC and MBC Investments Corporation.
(3) Based on information obtained from a Schedule 13D filed on January 14, 2002,
by Gateway Companies, Inc. and a letter sent by the registrant to its
transfer agent for its common shares, dated March 29, 2002, directing the
transfer of 150,000 shares from Gateway to a third party pursuant to Rule
144 of the Securities Act of 1933.
3
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as to each director, each executive officer
named in the Summary Compensation Table and the directors and executive officers
as a group, information regarding the amount and nature of common shares
beneficially owned (unless otherwise indicated) at April 5, 2002.
<Table>
<Caption>
NUMBER OF
COMMON SHARES ACQUIRABLE
BENEFICIALLY WITHIN 60 PERCENT OF SHARES
NAME OWNED (1)(2) DAYS(3) OUTSTANDING
---- ------------- ---------- -----------------
Michael Feuer..................................... 5,318,435 2,877,916 4.2%
Sydell L. Miller.................................. 67,602 12,500 *
James F. McCann................................... 62,045 12,500 *
Raymond L. Bank................................... 50,572 12,500 *
Burnett W. Donoho................................. 50,204 12,500 *
Ivan J. Winfield.................................. 40,172 12,500 *
Philip D. Fishbach................................ 19,179 -- *
Jerry Sue Thornton................................ 18,644 -- *
Lee Fisher........................................ -- -- *
Jacqueline F. Woods............................... -- -- *
Gary J. Peterson.................................. 288,518 272,500 *
Michael F. Killeen................................ 2,000 -- *
Harold L. Mulet................................... 248,788 226,075 *
Eugene J. O'Donnell............................... 181,008 176,075 *
James R. Wuest.................................... 176,929 172,500 *
Edward L. Cornell................................. -- -- *
All executive officers and directors as a group
(19 persons).................................... 7,052,631 4,295,566 5.7%
</Table>
- ---------------
* Less than 1%.
(1) The number of shares shown includes shares that are individually or jointly
owned, as well as shares over which the individual has either sole or shared
investment or voting authority, and shares acquirable within 60 days after
April 5, 2002. Certain of our executive officers disclaim beneficial
ownership of some of the shares included in the table as follows:
- Mr. Feuer - 3,225 shares owned by a trust for the benefit of Mr.
Feuer's son and 3,000 shares owned by a trust for the benefit of Mr.
Feuer's daughter, as to each of which Mr. Feuer's wife is the trustee,
and 1,500 shares owned directly by his wife.
(2) For executive officers, includes interests in our 401(k) Savings Plan and
Executive Savings Deferral Plan as of December 31, 2001, with respect to
which participants have voting power but no investment rights: Mr. Feuer -
4,595 shares; Mr. Peterson - 1,018 shares; Mr. O'Donnell - 2,083 shares; and
all current executive officers as a group - 13,730 shares.
(3) Reflects the number of shares that could be purchased by exercise of options
available at April 5, 2002, or within 60 days thereafter, under our
Equity-Based Award Plan.
4
ITEM 1 -- ELECTION OF DIRECTORS
Our Board of Directors currently consists of nine members, divided into one
class of four members and one class of five members. At the meeting, common
shares represented by proxies delivered to us, unless otherwise specified, will
be voted for the election of the five nominees hereinafter named, each to serve
for a term of two years or until his or her successor is duly elected and
qualified. If any nominee becomes unavailable to serve as a director, the Board
may designate a substitute nominee. In that case, the persons named as proxies
will vote for the substitute nominee designated by the Board. Proxies may not be
voted at the annual meeting for more than five persons.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ALL FIVE NOMINEES.
NOMINEES STANDING FOR ELECTION FOR TERM EXPIRING 2004
The nominees standing for election are:
<Table>
<Caption>
DIRECTOR TERM
NAME AGE PRINCIPAL OCCUPATION SINCE EXPIRES
---- --- -------------------- -------- -------
Burnett W. Donoho 62 Mr. Donoho is currently a management 1995 2002
consultant. From March 1999 to September
2000, Mr. Donoho served as Chairman and
Chief Executive Officer of Wellbridge
(fka Club Sports International), a health
and fitness club company. From January
1998 to February 1999 and from January
1996 to February 1997, Mr. Donoho was a
retail consultant. From February 1997 to
January 1998, Mr. Donoho served as Vice
Chairman and Chief Operating Officer of
Montgomery Ward & Co. Mr. Donoho also
served as Vice Chairman, Chief Operating
Officer of Macy's East, a then division
of R.H. Macy & Co. He is also a director
of GTECH Corporation and Socket
Communications, Inc.
Lee Fisher 50 Mr. Fisher has served as President and N/A N/A
CEO of the Center for Families and
Children, a private, non-profit, human
services organization, since March 1999.
Mr. Fisher was a partner with the law
firm of Hahn Loeser & Parks LLP from 1995
to 1999. Mr. Fisher ran for election as
Governor of State of Ohio in 1998. Mr.
Fisher served as Ohio Attorney General
from 1991 to 1995. Mr. Fisher is also a
director of REX Stores.
Michael F. Killeen 58 Mr. Killeen joined the Company in N/A N/A
December 2001, as Senior Executive Vice
President, Financial and Corporate
Strategies, and assumed the duties of
Chief Financial Officer in January 2002.
From January 2000 until December 2001,
Mr. Killeen was a business consultant.
From 1978 until December 1999, Mr.
Killeen was a partner with the accounting
firm of Arthur Andersen LLP.
</Table>
5
<Table>
<Caption>
DIRECTOR TERM
NAME AGE PRINCIPAL OCCUPATION SINCE EXPIRES
---- --- -------------------- -------- -------
Ivan J. Winfield 67 Mr. Winfield has been an Associate 1998 2002
Professor at Baldwin-Wallace College in
Cleveland, Ohio and business consultant
since September 1995. From 1970 until
October 1994, Mr. Winfield was a partner
with the accounting firm of Coopers &
Lybrand where he served as a Managing
Partner from July 1978 to October 1994.
Mr. Winfield is also a director of Boykin
Lodging Co., HMI Industries, Inc. and
Rainbow Rentals, Inc.
Jacqueline F. Woods 54 Ms. Woods served as President of N/A N/A
Ameritech Ohio, a subsidiary of SBC
Communications, Inc., a global
communications company, from 1993 until
she retired in 2000. Ms. Woods is also a
director of The Timken Company and The
Andersons, Inc.
</Table>
DIRECTORS CONTINUING IN OFFICE
The following directors were elected at our 2001 annual meeting for a term
ending in 2003:
<Table>
<Caption>
DIRECTOR TERM
NAME AGE PRINCIPAL OCCUPATION SINCE EXPIRES
---- --- -------------------- -------- -------
Raymond L. Bank 47 Mr. Bank is President and Chief Operating 1994 2003
Officer of Merchant Development
Corporation, a venture capital and buy-out
firm focusing on consumer retail, direct
marketing and service companies. Mr. Bank
is also a director of Regency Realty, Inc.
Michael Feuer 56 Mr. Feuer is the Company's Co-founder, 1988 2003
Chairman of the Board and Chief Executive
Officer. Prior to becoming Chairman in
1995, Mr. Feuer served as President of the
Company. From May 1970 to March 1988, Mr.
Feuer was associated with Jo-Ann Stores,
Inc., a national fabric and craft retail
store chain. Prior to his departure from
Jo-Ann Stores, Mr. Feuer served as a
Senior Vice President and a member of the
company's executive committee.
Philip D. Fishbach 60 Mr. Fishbach is currently a private 2000 2003
investor and business consultant. From
February 1995 to April 2000, Mr. Fishbach
served as Vice President and Corporate
Controller of Xerox Corporation, a
document management company.
Jerry Sue Thornton 55 Dr. Thornton has served as President of 2000 2003
Cuyahoga Community College in Cleveland,
Ohio, the largest community college in
Ohio, since 1992. She is also a director
of American Greetings Corporation, Applied
Industrial Technologies Incorporated,
National City Bank and RPM Incorporated.
</Table>
6
HOW OFTEN DID OUR BOARD MEET DURING FISCAL YEAR 2001?
During the fiscal year ended January 26, 2002, our Board of Directors held
four meetings. Each director attended at least 75% of the meetings of our Board
of Directors and committees on which he or she served, except Ms. Miller.
WHAT COMMITTEES HAS OUR BOARD ESTABLISHED?
Audit Committee. Messrs. Bank (Chairman), Donoho and Winfield are the
current members of our Audit Committee, which is empowered to exercise all
powers and authority of our Board of Directors with respect to our annual audit,
accounting policies, financial reporting and internal controls. During the past
fiscal year, the Board examined the composition of the Audit Committee in light
of the adoption by the New York Stock Exchange of new rules governing audit
committees. Based on this examination, the Board confirmed that all members of
the Audit Committee are "independent" within the meaning of the NYSE's new
rules. The functions of the Audit Committee and its activities during fiscal
2001 are described below under the heading "Report of the Audit Committee."
Compensation Committee. Messrs. Fishbach (Chairman) and Bank and Ms.
Miller are the current members of our Compensation Committee, which is empowered
to exercise all powers and authority of our Board of Directors with respect to
compensation of our officers. The Compensation Committee met one time and
consulted informally on other occasions during fiscal year 2001.
Nominating Committee. Messrs. Fishbach (Chairman) and McCann and Dr.
Thornton are the current members of our Nominating Committee, which is
responsible for conducting searches for prospective Board members, reviewing
background information for candidates and recommending nominees to the full
Board for election as directors of the Company. The Nominating Committee will
consider nominees recommended by shareholders in accordance with our code of
regulations. The Nominating Committee met two times and consulted informally on
other occasions during fiscal year 2001.
HOW ARE DIRECTORS COMPENSATED?
Directors who are not officers or associates of OfficeMax receive an annual
retainer fee of $25,000 payable in restricted common shares of OfficeMax. These
directors also receive a fee of $1,000 for each quarterly meeting of the Board
attended, and a fee of $500 for each committee meeting of the Board attended,
each of which is payable in common shares of OfficeMax.
REPORT OF THE AUDIT COMMITTEE
The following Report of the Audit Committee does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other of our filings under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except to the extent we specifically incorporate this Report by
reference therein.
During fiscal 2000, the Audit Committee developed the Audit Committee
Charter, which was approved by the full Board of Directors on March 2, 2000. The
Charter, which reflects standards set forth in new SEC regulations and New York
Stock Exchange rules, contains the primary responsibilities and duties of the
Audit Committee, including the following:
- Reviewing the quarterly and annual financial reports prepared by the
Company's management;
- Supervising the relationship between the Company and its outside auditor,
including recommending its selection or removal, reviewing the scope of
its audit and non-audit services and related fees, and determining
whether the outside auditor is independent; and
- Reviewing the Company's systems of internal controls, including the
Company's internal auditing program and its accounting and financial
reporting processes.
7
The Audit Committee met five times and consulted informally on other
occasions during fiscal 2001 to carry out its responsibilities. The Audit
Committee schedules its meetings with a view to ensuring that it devotes
appropriate attention to all of its tasks.
As part of its oversight of the Company's financial statements, the Audit
Committee reviewed and discussed, with both the Company's management and
PricewaterhouseCoopers LLP, the Company's independent accountants, all financial
statements prior to their issuance. These reviews included discussions with
PricewaterhouseCoopers LLP of matters required to be discussed pursuant to
Statement on Auditing Standards No. 61 (Communication with Audit Committees).
The Audit Committee also received and reviewed the written disclosures and
the letter from PricewaterhouseCoopers LLP required by Independence Standards
Board Standard No. 1 (titled, "Independence Discussions with Audit Committees")
and discussed with PricewaterhouseCoopers LLP matters relating to its
independence. The Audit Committee also considered whether the provision of
information technology services and other non-audit services to the Company by
PricewaterhouseCoopers LLP is compatible with maintaining its independence.
In addition, the Audit Committee reviewed initiatives and programs aimed at
strengthening the effectiveness of the Company's internal control structure. As
part of this process, the Audit Committee will continue to monitor the scope and
adequacy of the Company's internal auditing program and steps taken to implement
recommended improvements in internal procedures and controls.
Taking all these reviews and discussions into account, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
January 26, 2002, for filing with the U.S. Securities and Exchange Commission.
Members of 2001 Audit Committee
Raymond L. Bank, Chairman
Burnett W. Donoho
Ivan J. Winfield
EXECUTIVE COMPENSATION
The following Report of the Compensation Committee and the performance
graph included elsewhere in this proxy statement do not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other of our filings under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except to the extent we specifically incorporate this Report or the
performance graph by reference therein.
REPORT OF THE COMPENSATION COMMITTEE
Our compensation program is administered by the Compensation Committee of
the Board of Directors, which has responsibility for reviewing all aspects of
compensation paid by us to our executive officers. The Compensation Committee is
composed of the three directors listed at the end of this Report.
The Compensation Committee's primary objective with respect to executive
compensation is to work with our senior management to establish programs which
attract and retain key managers and align their compensation with our overall
business strategies, values and performance. To this end, the Compensation
Committee has adopted an executive compensation philosophy which includes the
following considerations:
- A program that differentiates compensation based on corporate and
individual performance;
- An emphasis on equity incentives as a significant component of total
compensation in order to align the interests of our executives closely
with the long-term interests of shareholders;
- An emphasis on total compensation versus cash salary compensation, under
which base salaries are generally set at or somewhat below competitive
levels, but which motivates and rewards our executives
8
with total compensation (including year-end bonuses) at or above
competitive levels if Company and individual performance reach
predetermined objectives;
- Recognition that, as an executive's level of responsibility increases, a
greater portion of his or her total compensation opportunity should be
based on equity and other performance incentives and less on base salary;
and
- An appropriate mix of short-term and long-term compensation which
facilitates retention of talented executives and encourages share
ownership and capital accumulation.
The primary components of our executive compensation program are: (i) base
salaries; (ii) annual bonuses; and (iii) long-term equity incentive
opportunities. Each component of compensation is discussed below.
Base Salaries. Base salaries for our executives are subject to annual
review and adjustment on the basis of individual and Company performance, level
of responsibility, and competitive, inflationary and internal equity
considerations. The Compensation Committee generally attempts to set base
salaries of executive officers at a level which is at or below the "market"
rate, as determined from information gathered by us from independent
compensation consulting firms and published surveys. Mr. Feuer's base salary of
$950,000 was established in May 1997 under the terms of his employment
agreement. In establishing this base salary, the Compensation Committee took
into account the factors described above for other executive officers, as well
as Mr. Feuer's expanded responsibilities associated with our rapid growth at
that time. In lieu of a salary increase in each of the last four fiscal years,
Mr. Feuer chose to receive stock options. This arrangement continued to align
Mr. Feuer's interests with the long-term interests of the Company's
shareholders.
Annual Bonuses. Under our Annual Incentive Bonus Plan, our executives are
eligible to receive annual cash bonus awards to focus attention on and provide a
reward for achieving key individual and Company goals. Target incentive bonus
amounts for executives are established at the beginning of each year, either as
a dollar amount or a percentage of the executive's salary, depending upon each
executive's level of responsibility and function.
Performance objectives were established for OfficeMax at the beginning of
the fiscal year and are designed to provide competitive bonuses on a
"pay-for-performance" basis. In addition, individual performance objectives were
established for each executive, which included both specific performance goals
and other more qualitative and developmental criteria. The actual amount of
bonus payable is generally expressed as a percentage of the executive's base
salary and varies depending on the extent to which the Company and individual
performance goals have been achieved.
In fiscal 2001, the Company did not reach its primary earnings targets.
Accordingly, no bonuses were paid to officers and other corporate management
associates eligible to participate in the Annual Incentive Bonus Plan. For
fiscal 2002, the Company performance goals are based on improvement in the
following key financial metrics: earnings before interest, taxes, depreciation
and amortization (EBITDA); comparable-store sales; and inventory turns.
Prior to the beginning of each fiscal year, all executives are required to
designate at least 20%, and may elect to designate up to 100%, of their annual
bonus to purchase restricted shares in accordance with our Management Share
Purchase Plan (the "Management Share Purchase Plan").
Long-Term Equity Incentives. We endeavor to foster an ownership culture
that encourages superior performance by our executive officers and have adopted
the Equity-Based Award Plan to provide for common share ownership at all levels.
Pursuant to the Equity-Based Award Plan, the types of awards that can be made
range from ordinary stock options to grants of restricted stock and stock
appreciation rights.
We intend to make annual grants of equity awards to our management
personnel, including our executive officers. This annual grant program is
designed to provide Company managers, over a number of years, with multiple
stock options and related equity incentives. Each stock option will be granted
with an exercise price equal to the fair market value of the common shares at
the time of grant. Individual option grants are determined by the Compensation
Committee based on a manager's current performance, potential for future
responsibility,
9
and salary multiples designed to increase the portion of the total compensation
opportunity represented by equity incentives as a manager's level of
responsibility increases. The Compensation Committee intends to place
substantial emphasis on equity awards as a percentage of total compensation,
consistent with its philosophy that equity awards more closely align the
interests of our managers with the long-term interests of the Company's
shareholders.
In fiscal 2001, the annual grant of stock options to the named executive
officers was approved by the Compensation Committee. In granting Mr. Feuer
options in fiscal 2001, the Compensation Committee considered the fact that Mr.
Feuer chose to receive stock options in lieu of a salary increase.
Under the Management Share Purchase Plan, our executives and other key
associates of OfficeMax designated by the Compensation Committee are required to
designate in advance a minimum of 20%, and may designate up to 100%, of their
annual bonuses for the purchase of restricted shares at a 20% discount from fair
market value on the date of purchase. Shares purchased under the Management
Share Purchase Plan are generally subject to forfeiture for three years from the
date of purchase.
Section 162(m). Section 162(m) of the Internal Revenue Code generally
disallows a tax deduction to public corporations for compensation over
$1,000,000 paid for any fiscal year to the corporation's chief executive officer
and the five other most highly compensated executive officers as of the end of
the fiscal year. However, the statute exempts qualifying performance-based
compensation from the deduction limit if certain requirements are met. The
Compensation Committee currently intends to structure performance-based
compensation, including stock option grants and annual bonuses, to executive
officers who may be subject to Section 162(m) in a manner that satisfies those
requirements.
Our Board and the Compensation Committee reserve the authority to award
nondeductible compensation in other circumstances as they deem appropriate.
Further, because of ambiguities and uncertainties as to the application and
interpretation of Section 162(m) and the regulations issued thereunder, no
assurance can be given, notwithstanding our efforts, that compensation intended
by us to satisfy the requirements for deductibility under Section 162(m) will,
in fact, satisfy such requirements.
Conclusion. In conclusion, our executive compensation program is designed
to provide a significant link between total compensation and our performance and
long-term share price appreciation consistent with the compensation philosophies
set forth above.
Members of the 2001 Compensation
Committee
Philip D. Fishbach, Chairman
Raymond L. Bank
Sydell L. Miller
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Compensation Committee is, or has been, an
officer or employee of OfficeMax.
10
SUMMARY COMPENSATION TABLE
<Table>
<Caption>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------- AWARDS
OTHER ----------------------- ALL
ANNUAL RESTRICTED SECURITIES OTHER
COMPEN- STOCK UNDERLYING PAYOUTS COMPEN-
NAME AND FISCAL SALARY BONUS SATION AWARDS OPTIONS LTIP SATION
PRINCIPAL POSITION YEAR(1) ($)(1) ($) ($) ($)(2) (#) ($) ($)(3)
------------------ ------- -------- -------- ------- ---------- ---------- ------- -------
Michael Feuer 2001 $950,000 -- $4,747 -- 295,000 -- $ 9,247
Chairman and 2000 $968,269 -- $4,839 $14,871 400,000 -- $ 2,542
Chief Executive Officer 1999 $950,000 $475,000 $4,747 $(4,530) 400,000 -- $ 1,965
Gary J. Peterson (4) 2001 $600,000 -- -- -- 147,500 -- $ 3,462
President and 2000 $542,308 -- -- -- 500,000 -- --
Chief Operating Officer 1999 -- -- -- -- -- -- --
Harold L. Mulet (5) 2001 $370,000 -- -- -- 88,575 -- $33,729
Executive Vice President 2000 $375,577 -- -- $ 3,110 75,000 -- $36,086
Retail Sales and Store
Productivity 1999 $249,039 $ 79,476 -- -- 200,000 -- --
Eugene J. O'Donnell (6) 2001 $381,000 -- -- -- 88,575 -- $ 6,440
Executive Vice President 2000 $387,865 -- -- $ 2,387 75,000 -- $ 885
Merchandising and Marketing 1999 $115,385 -- -- -- 100,000 -- --
James R. Wuest 2001 $245,000 -- -- -- 20,000 -- $21,887
Senior Vice President 2000 $248,746 -- -- $ 2,023 50,000 -- $16,667
Inventory Management 1999 $233,996 $ 64,612 -- $ (554) 75,000 -- $16,667
Edward L. Cornell (7) 2001 $304,023 -- -- -- -- -- $ 702
Former Executive Vice
President 2000 $309,871 -- -- -- 25,000 -- $ 2,433
Non-Retail Sales 1999 $300,445 -- -- $ (855) 75,000 -- $ 1,600
</Table>
- ---------------
(1) Includes compensation earned, awarded or paid for the fiscal years ended
January 26, 2002 (fiscal 2001), January 27, 2001 (fiscal 2000) and January
22, 2000 (fiscal 1999), respectively. Because fiscal 2000 included 53 weeks,
salaries in the table include an extra week of pay.
(2) Amounts shown reflect the difference between the closing market price for
the common shares on the date of purchase and the purchase price paid
multiplied by the number of restricted shares purchased by each of the named
executive officers under our Management Share Purchase Plan. Amounts for
fiscal 1999 were negative. The aggregate restricted share holdings and
values (net of consideration paid) at January 26, 2002 for the named
executive officers are as follows: Mr. Feuer -- 34,231 shares, $(95,441);
Mr. Peterson -- no shares, $0; Mr. Mulet -- 3,713 shares, $(4,456); Mr.
O'Donnell -- 2,850 shares, $(3,420); Mr. Wuest -- 4,429 shares, $(11,961);
and Mr. Cornell -- no shares, $0. With respect to the restricted shares so
purchased, if employment is terminated by the executive (other than as a
result of death, disability or retirement after age 65) or if employment is
terminated by OfficeMax for "cause" before the third anniversary of the
purchase date, the executive will receive unrestricted shares having a value
equal to the lesser of the current fair market value for the common shares
or the price paid initially for such restricted shares. If the executive's
employment is terminated by OfficeMax without cause before the third
anniversary of the purchase date, the executive will receive unrestricted
shares having a value equal to (i) the then current fair market value of a
percentage of the restricted shares (based on the number of months of
employment completed during the restricted period), plus (ii) as to the
balance of the restricted shares the lesser in value of the restricted
shares at their current fair market value or the price paid initially for
such restricted shares. Dividends, if any, will be paid on restricted shares
at the same rate as common shares.
(3) We provide the named executive officers with certain group life, health,
medical and other non-cash benefits generally available to all salaried
employees and not included in this column pursuant to SEC rules. The amounts
shown in this column for fiscal 2001 include the following: (a) matching
contributions by OfficeMax under our 401(k) Savings Plan and our Executive
Savings Deferral Plan for Messrs. Feuer, Peterson, O'Donnell and Cornell,
all of which are invested in common shares of OfficeMax (Messrs. Mulet and
Wuest did not participate in the plans); and (b) forgiveness of a portion of
the principal and accrued interest on loans provided to Messrs. Mulet and
Wuest to facilitate their relocation to Cleveland. For more information
regarding the loan to Mr. Mulet, see "Certain Relationships and Related
Transactions."
(4) Mr. Peterson joined OfficeMax in March 2000.
11
(5) Mr. Mulet joined OfficeMax in May 1999.
(6) Mr. O'Donnell joined OfficeMax in October 1999.
(7) Mr. Cornell served as an executive officer until April 2001. Salary for
fiscal 2001 includes aggregate severance payments of $230,357.
OPTION GRANTS IN LAST FISCAL YEAR
<Table>
<Caption>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE VALUE
------------------------------------------------------ AT ASSUMED
PERCENT OF ANNUAL RATES
NUMBER OF TOTAL OPTIONS OF STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OPTION TERM(1)
OPTIONS IN FISCAL PRICE EXPIRATION ----------------------
NAME GRANTED(#) YEAR(2) ($/SHARE) DATE 5%($) 10%($)
---- ---------- ------------- --------- ---------- -------- ----------
Michael Feuer......... 295,000(3) 11.3% $3.12 4/4/11 $578,200 $1,466,150
Gary J. Peterson...... 147,500(3) 5.7% $3.12 4/4/11 $289,100 $ 733,075
Harold L. Mulet....... 88,575(3) 3.4% $3.12 4/4/11 $173,607 $ 440,218
Eugene J. O'Donnell... 88,575(3) 3.4% $3.12 4/4/11 $173,607 $ 440,218
James R. Wuest........ 20,000(4) 0.8% $4.05 9/11/11 $ 69,600 $ 147,600
Edward L. Cornell
(5)................. 0 -- -- -- -- --
</Table>
- ---------------
(1) The dollar amounts under these columns are the result of the calculations at
the 5% and 10% rates set by the SEC and, therefore, are not intended to
forecast possible future appreciation, if any, of our stock price.
(2) Based on approximately 2.6 million options granted to all employees during
the fiscal year ended January 26, 2002.
(3) These options vested on April 5, 2002.
(4) These options vest 50% on the second anniversary of the date of grant plus
an additional 25% on each of the third and fourth anniversaries of the date
of grant. The options are transferable to members of the executive's family,
to a trust or trusts for the benefit of members of the executive's family or
to a partnership or partnerships of members of the executive's family.
(5) Mr. Cornell served as an executive officer until April 2001.
AGGREGATED OPTION EXERCISES DURING FISCAL YEAR 2001
AND FISCAL YEAR-END OPTION VALUES
<Table>
<Caption>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES JANUARY 26, 2002 JANUARY 26, 2002(1)
ACQUIRED ------------------- -------------------
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- -------- -------- ------------------- -------------------
Michael Feuer..................... -- -- 2,582,916/995,000 $0/$303,850
Gary J. Peterson.................. -- -- 0/647,500 $0/$151,925
Harold L. Mulet................... -- -- 137,500/226,075 $0/$91,232
Eugene J. O'Donnell............... -- -- 87,500/176,075 $0/$91,232
James R. Wuest.................... -- -- 147,500/107,500 $0/$41,688
Edward L. Cornell (2)............. 119,870 $84,508 0/0 $0/$0
</Table>
- ---------------
(1) The value of unexercised in-the-money options is based on the difference
between the fair market value of our common shares as of January 26, 2002
($4.15 per share) and the option exercise price.
(2) Mr. Cornell served as an executive officer until April 2001.
12
EMPLOYMENT AGREEMENT WITH MICHAEL FEUER
OfficeMax and Mr. Feuer executed an Amended and Restated Employment
Agreement on January 3, 2000 (the "Employment Agreement"). The Employment
Agreement provides for the employment of Mr. Feuer on a rolling five-year
"evergreen" basis and established a base salary of $950,000 per year which is
subject to increase at the discretion of the Compensation Committee.
If Mr. Feuer's employment is terminated for any reason (other than for
"cause" or death), Mr. Feuer is entitled to payment of his base salary and bonus
amounts equal to the highest bonus compensation paid or payable to him in
respect of the three fiscal years immediately preceding the fiscal year during
which such termination occurs, plus continuation of all other rights and
benefits for the remainder of the term. The Employment Agreement also provides
for the payment of a "gross-up" payment with respect to excise taxes on the
foregoing payments. "Cause" is defined as fraud, commission of a felony or act
that results in material injury to the business reputation of OfficeMax, willful
and repeated failure to perform duties under the Employment Agreement, or
material breach of the agreement.
In the event of a material change in Mr. Feuer's position, duties or
reporting relationship or a "change in control" of OfficeMax, Mr. Feuer is
entitled to terminate the agreement and to treat the termination as a
termination by OfficeMax without cause. "Change in control," as defined in the
Employment Agreement, may occur when any person or group of commonly controlled
persons controls 30% or more of OfficeMax or any transaction results in a change
in ownership of 30% or more of the outstanding common shares or a sale or
disposition of all, or substantially all, of the Company's assets.
The Employment Agreement also contains provisions prohibiting Mr. Feuer
from competing with OfficeMax, soliciting or hiring officers or disclosing
confidential information of OfficeMax during the term of the agreement,
including any periods during which he is not providing services but is receiving
salary and bonus payments under the agreement.
SEVERANCE AGREEMENTS WITH OTHER KEY EXECUTIVES
To ensure continuity and the continued dedication of key executives during
any period of uncertainty caused by the possible threat of a takeover, we have
entered into severance agreements with certain key executives, including each of
the executive officers named in the Summary Compensation Table (other than Mr.
Feuer). In the event there is a Change in Control (as that term is defined in
the agreements) of OfficeMax and the employment of the executive terminates
under certain conditions described in the agreements at any time during the 24
months following the Change in Control, the executive will continue to receive
the executive's monthly base pay for an agreed upon amount of time as follows:
Messrs. Peterson, Killeen, Mulet and O'Donnell -- 24 months; and Mr. Wuest -- 12
months. Each agreement also contains a covenant by the executive not to compete
with OfficeMax for 12 months following termination of employment. If an
executive violates the covenant not to compete, the executive is no longer
entitled to receive the monthly severance payments described below.
In addition, Mr. Peterson's agreement provides that upon termination of his
employment by OfficeMax (other than for Cause or Disability (as such terms are
defined in the severance agreements)) or by Mr. Peterson for Good Reason (as
defined in the severance agreements), he will continue to receive his monthly
base salary as of such date for: 24 months if such termination occurs on or
prior to March 6, 2003; or 36 months if such termination occurs after March 6,
2003. Mr. Killeen's agreement provides that upon termination of his employment
by OfficeMax (other than for Cause or Disability) or by Mr. Killeen for Good
Reason, he will continue to receive his monthly base salary as of such date for:
12 months if such termination occurs on or prior to May 10, 2003; or 24 months
if such termination occurs after May 10, 2003. For Messrs. Mulet and O'Donnell,
their severance agreements provide that upon termination of their employment by
OfficeMax (other than for Cause or Disability) or by them for Good Reason, they
will continue to receive their monthly base salary as of such date for 12
months.
13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In fiscal 1999, the Company provided a $90,000 loan to Harold Mulet,
Executive Vice President, Retail Sales and Store Productivity, to facilitate his
relocation to Cleveland. Also, in fiscal 1999, the Company provided a $100,000
collateralized loan to Mr. Mulet in connection with his acquisition of 19,000
shares of OfficeMax common stock. In fiscal 2000, the Company provided a
$164,412 loan to Gary Peterson, President and Chief Operating Officer, to
facilitate his relocation to Cleveland. Interest is charged on both loans at the
federal short-term interest rate published by the Internal Revenue Service. The
table below sets forth the largest aggregate amount outstanding on each loan
during fiscal 2001 and the outstanding balance of each loan as of April 5, 2002.
<Table>
<Caption>
LARGEST AMOUNT OUTSTANDING BALANCE AS OF
LOAN DURING FISCAL 2001 APRIL 5, 2002
- ---- -------------------------- -------------
Mr. Mulet (relocation)......... $ 63,729 $ 31,068
Mr. Mulet (share purchase)..... $113,061 $113,631
Mr. Peterson................... $180,394 $181,316
</Table>
SHAREHOLDER PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total return on
our common shares with the cumulative total return of the Standard & Poor's
Composite -- 500 Stock Price Index and an index based on a "line of business"
peer group of companies consisting of Office Depot, Inc. and Staples, Inc. The
graph assumes in each case an initial investment of $100 on January 26, 1996,
with the peer group investment weighted on the basis of market capitalization at
January 26, 1996.
[LINE GRAPH]
<Table>
- ---------------------------------------------------------------------------------------------------------------
Jan. 25, 1997 Jan. 24, 1998 Jan. 23, 1999 Jan. 22, 2000 Jan. 27, 2001 Jan. 26, 2002
- ---------------------------------------------------------------------------------------------------------------
OfficeMax, Inc. $100 $118 $ 86 $ 54 $ 27 $ 34
- ---------------------------------------------------------------------------------------------------------------
Peer Group $100 $111 $216 $150 $108 $151
- ---------------------------------------------------------------------------------------------------------------
S&P 500 $100 $124 $159 $187 $176 $147
- ---------------------------------------------------------------------------------------------------------------
</Table>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires all persons
who beneficially own more than 10 percent of our common shares and our executive
officers and directors to file reports of beneficial ownership
14
and changes in beneficial ownership with the SEC and the New York Stock
Exchange. We believe that during fiscal 2001, all persons who beneficially own
more than 10 percent of our common shares and our executive officers and
directors complied with the applicable Section 16(a) reporting requirements.
This conclusion is based solely on a review of filings with the SEC and certain
written representations received by us from our executive officers and
directors.
OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING
As of the date of this proxy statement, we know of no business that will be
presented for consideration at the annual meeting other than the items referred
to above. If any other matter is properly brought before the meeting for action
by shareholders, proxies in the enclosed proxy card returned to us will be voted
in accordance with the recommendation of the Board of Directors or, in the
absence of such a recommendation, in accordance with the judgment of the proxy.
ADDITIONAL INFORMATION
ADVANCE NOTICE PROCEDURES
Our code of regulations requires that proposals of shareholders submitted
outside the processes of Rule 14a-8 under the Securities Exchange Act of 1934
for our 2003 annual meeting must be received at our headquarters, 3605
Warrensville Center Road, Shaker Heights, Ohio 44122, Attention: Corporate
Secretary, no earlier than February 20, 2003, and no later than March 22, 2003.
Under our code of regulations, no business may be brought before an annual
meeting unless it is specified in the notice of the meeting (which includes
shareholder proposals that we may be required to include in our proxy statement
pursuant to Rule 14a-8 under the Securities Exchange Act of 1934) or is
otherwise brought before the meeting by, or at the direction of, the Board of
Directors or by a shareholder entitled to vote who has delivered notice to us
(containing certain information specified in our code of regulations) not less
than 60 or more than 90 days prior to the anniversary date of the preceding
year's annual meeting. These requirements are separate from and in addition to
the SEC's requirements that a shareholder must meet in order to have a
shareholder proposal included in our proxy statement.
SHAREHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING
Shareholders interested in submitting a proposal for inclusion in proxy
materials for the Company's annual meeting of shareholders in 2003 may do so by
following the procedures prescribed in Rule 14a-8 under the Securities Exchange
Act of 1934. To be eligible for inclusion, shareholder proposals must be
received at our headquarters, 3605 Warrensville Center Road, Shaker Heights,
Ohio 44122, Attention: Corporate Secretary, no later than December 20, 2002. In
order to prevent any question as to the date on which a proposal was received by
us, it is suggested that proposals be submitted by certified mail, return
receipt requested.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP acted as the Company's independent accountants
for the fiscal year ended January 26, 2002. Representatives of
PricewaterhouseCoopers LLP, our independent accountants, are expected to be
present at the meeting with the opportunity to make a statement about our
financial condition, if they desire to do so, and to respond to appropriate
questions from shareholders.
15
INDEPENDENT ACCOUNTANT FEES FOR FISCAL 2001
The following table presents fees for professional audit services rendered
by PricewaterhouseCoopers LLP for the audit of the Company's annual financial
statements for fiscal 2001, and fees for other services rendered by
PricewaterhouseCoopers LLP for fiscal 2001.
<Table>
Audit....................................................... $552,500
Financial information systems design and implementation..... $ 0
All other fees.............................................. $508,400
</Table>
The Audit Committee reviewed all non-audit services provided by
PricewaterhouseCoopers LLP and concluded that the provision of such services was
compatible with the maintenance of that firm's independence in the conduct of
its auditing functions.
EXPENSE AND METHOD OF PROXY SOLICITATION
The solicitation of proxies is made by and on our behalf and at our
expense. We have retained Georgeson Shareholder ("Georgeson") at an estimated
cost of $6,000, plus reimbursement of expenses, to assist in the solicitation of
proxies from brokers, nominees, institutions and individuals. In addition to
solicitation by mail, Georgeson and our directors, officers and regular
employees may solicit proxies in person, by telephone, or by facsimile. Proxies
may be solicited by directors, officers and employees of OfficeMax without
additional compensation. We will, upon request, reimburse brokerage firms and
others for their reasonable expenses in forwarding solicitation materials to the
beneficial owners of shares.
ANNUAL REPORT ON FORM 10-K
WE WILL PROVIDE TO EACH SHAREHOLDER WHO IS SOLICITED TO VOTE AT THE 2002
ANNUAL MEETING OF SHAREHOLDERS, UPON THE WRITTEN REQUEST OF SUCH PERSON AND
WITHOUT CHARGE, A COPY OF OUR 2001 ANNUAL REPORT ON FORM 10-K. PLEASE DIRECT
REQUESTS TO US AT OFFICEMAX, INC., P.O. BOX 228070, CLEVELAND, OHIO 44122-8070,
ATTENTION: INVESTOR RELATIONS DEPARTMENT.
By Order of the Board of Directors,
/s/ Ross H. Pollock
Ross H. Pollock
Secretary
April 19, 2002
OFFICEMAX, INC.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P ANNUAL MEETING OF SHAREHOLDERS - MAY 21, 2002 - 9:00 A.M.
R OFFICEMAX INTERNATIONAL HEADQUARTERS
O 3605 WARRENSVILLE CENTER ROAD
X SHAKER HEIGHTS, OHIO
Y
Your shares will be voted as recommended by the Board of Directors
unless you indicate otherwise in which case they will be voted as
marked. The undersigned hereby appoints MICHAEL FEUER, ROSS POLLOCK AND
MICHAEL WEISBARTH as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse side hereof, all the Common Shares of
OfficeMax, Inc. held by the undersigned on April 5, 2002, at the Annual
Meeting of Shareholders to be held on May 21, 2002, or any adjournment
or postponement.
CHANGE OF ADDRESS:
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
OFFICEMAX, INC.
ANNUAL MEETING OF SHAREHOLDERS
May 21, 2002 at 9:00 a.m.
OFFICEMAX INTERNATIONAL HEADQUARTERS
3605 WARRENSVILLE CENTER ROAD
SHAKER HEIGHTS, OHIO
[X] Please mark your
votes as in this
example.
- --------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 1.
- --------------------------------------------------------------------------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ] Nominees: 01 B.W. Donoho,
Directors 02 L. Fisher, 03 M.F. Killeen,
04 I.J. Winfield, 05 J.F. Woods
For, except vote withheld from the following nominee(s):
- ----------------------------------
Check box for change of address [ ]
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON.
Joint owners must each sign. When signing as
attorney, executor, administrator, trustee
or guardian, please give full title as such.
-------------------------------------------------
-------------------------------------------------
SIGNATURE(S) DATE
- --------------------------------------------------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
OfficeMax encourages you to take advantage of two cost-effective and convenient ways to vote your shares.
You may now vote your proxy 24 hours a day, 7 days a week, either over the Internet or using a touch-tone telephone. Your
Internet or telephone vote must be received by 12:00 midnight New York time on May 17, 2002. Your Internet or telephone
vote authorizes the Proxies named on the above proxy card to vote your shares in the same manner as if you marked, signed
and returned your proxy card.
VOTE BY INTERNET: POINT YOUR BROWSER TO THE WEB ADDRESS:
http://www.eproxyvote.com/omx
Click on the "PROXY VOTING" icon. You will be asked to enter the Voter
Control Number located in the box just below the perforation on the proxy card.
Then follow the instructions.
OR
VOTE BY PHONE: ON A TOUCH-TONE TELEPHONE, DIAL 1-877-779-8683 FROM
THE U.S. AND CANADA OR DIAL 001-1-201-536-8073 FROM OTHER
COUNTRIES. You will be asked to enter the Voter Control Number located in
the box just below the perforation on the proxy card. Then follow the
instructions.
OR
VOTE BY MAIL: Mark, sign, date and return your proxy card in the envelope provided. IF YOU ARE
VOTING BY THE INTERNET OR TELEPHONE, PLEASE DO NOT MAIL YOUR PROXY CARD.