ODP 10-K Annual Report Dec. 31, 2022 | Alphaminr

ODP 10-K Fiscal year ended Dec. 31, 2022

ODP CORP
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PROXIES
DEF 14A
Filed on March 14, 2024
DEF 14A
Filed on March 16, 2023
DEF 14A
Filed on March 17, 2022
DEF 14A
Filed on March 12, 2021
DEF 14A
Filed on March 26, 2020
DEF 14A
Filed on March 20, 2019
DEF 14A
Filed on March 19, 2018
DEF 14A
Filed on June 9, 2017
DEF 14A
Filed on June 13, 2016
DEF 14A
Filed on March 24, 2014
DEF 14A
Filed on March 15, 2012
DEF 14A
Filed on March 10, 2011
DEF 14A
Filed on March 12, 2010
TABLE OF CONTENTS
Note 1. Summary Of Significant Accounting PoliciesNote 2. Merger, Restructuring and Other ActivityNote 3. Segment InformationNote 4. Income TaxesNote 5. Earnings (loss) Per ShareNote 6. Property and EquipmentNote 7. Goodwill and Other Intangible AssetsNote 8. DebtNote 9. LeasesNote 10. Stockholders EquityNote 11. Stock-based CompensationNote 12. Employee Benefit PlansNote 13. Fair Value MeasurementsNote 14. Commitments and ContingenciesNote 15. Discontinued OperationsNote 16. Quarterly Financial Data (unaudited)Note 17. Subsequent Events

Exhibits

2.1 Agreement and Plan of Merger, dated as of June 30, 2020, by and among Office Depot, Inc., The ODP Corporation, ODP Investment, LLC and Office Depot, LLC (Incorporated by reference from Exhibit 2.1 of The ODP Corporations Form 8-K12B, filed with the SEC on July 1, 2020). 3.1 Amended and Restated Certificate of Incorporation of The ODP Corporation (Incorporated by reference from Exhibit 3.1 of The ODP Corporations Form 8-K12B, filed with the SEC on July 1, 2020). 3.2 Amended and Restated Bylaws of The ODP Corporation. 3.3 Certificate of Designations of Series A Junior Participating Preferred Stock of The ODP Corporation (Incorporated by reference from Exhibit 3.3 of The ODP Corporations Form 8-K12B, filed with the SEC on July 1, 2020). 4.1 Specimen Common Stock Certificate of The ODP Corporation (Incorporated by reference from Exhibit 4.2 of The ODP Corporations Current Report on Form 8-K, filed with the SEC on July 1, 2020). 4.2 Description of The ODP Corporations Securities. 10.1 Office Depot, Inc. 2019 Long-Term Incentive Plan (Incorporated by reference from Annex 1 to the Proxy Statement for Office Depot, Inc.s 2019 Annual Meeting of Shareholders, filed with the SEC on March 20, 2019).* 10.2 Office Depot, Inc. 2017 Long-Term Incentive Plan (Incorporated by reference from Exhibit 99.1 of Office Depot, Inc.s Registration Statement on Form S-8, filed with the SEC on July20, 2017).* 10.3 Form of Third Amended and Restated Credit Agreement, dated as of April 17, 2020, among Office Depot, Inc., Grand & Toy Limited/Grand & Toy Limite, CompuCom Canada Co., as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders referred to therein (Incorporated by reference from Exhibit 10.1 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on April 20, 2020). 10.4 Form of Restricted Stock Unit Agreement (Executives) (Incorporated by reference from Exhibit 99.4 of Office Depot, Inc.s Registration Statement on Form S-8, filed with the SEC on July20, 2017).* 10.5 Form of AOI Performance Share Award Agreement (Executives) (Incorporated by reference from Exhibit 99.5 of Office Depot, Inc.s Registration Statement on Form S-8, filed with the SEC on July20, 2017).* 10.6 Form of TSR Performance Share Award Agreement (Executives) (Incorporated by reference from Exhibit 99.6 of Office Depot, Inc.s Registration Statement on Form S-8, filed with the SEC on July20, 2017).* 10.7 Employment Agreement between Office Depot, Inc. and Gerry P. Smith (Incorporated by reference from Exhibit 10.1 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on January30, 2017).* 10.8 2017 Non-Qualified Stock Option Award Agreement between Office Depot, Inc. and Gerry P. Smith (Incorporated by reference from Exhibit 10.2 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on January30, 2017).* 10.9 2017 Restricted Stock Unit Award Agreement between Office Depot, Inc. and Gerry P. Smith (Incorporated by reference from Exhibit 10.3 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on January30, 2017).* 10.10 Form of Restricted Stock Unit Award Agreement (Incorporated by reference from Exhibit 99.3 of Office Depot, Inc.s Registration Statement on Form S-8, filed with the SEC on June19, 2015).* 10.11 The Office Depot, Inc. Executive Change in Control Severance Plan effective August 1, 2014 (Incorporated by reference from Exhibit 10.1 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on August 7, 2014).* 10.12 Amendment to Office Depot, Inc. Executive Change in Control Severance Plan effective as of August 10, 2020 (Incorporated by reference from Exhibit 10.12 of The ODP Corporations Annual Report on Form 10-K, filed with the SEC on February 23, 2022).* 10.13 Form of Office Depot, Inc. Indemnification Agreement (Incorporated by reference from Exhibit 10.63 of Office Depot, Inc.s Annual Report on Form 10-K, filed with the SEC on February 28, 2018).* 10.14 Form of Restricted Stock Unit Agreement (Executives) (Incorporated by reference from Exhibit 10.4 of Office Depot, Inc.s Quarterly Report on Form 8-K, filed with the SEC on May 8, 2019).* 10.15 Form of FCF Performance Share Award Agreement (Executives) (Incorporated by reference from Exhibit 10.5 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on May 8, 2019).* 10.16 Form of TSR Performance Share Award Agreement (Executives) (Incorporated by reference from Exhibit 10.6 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on May 8, 2019).* 10.17 Letter Agreement, dated May 14, 2020, between Office Depot, Inc. and D. Anthony Scaglione (Incorporated by reference from Exhibit 10.1 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on June 18, 2020).* 10.18 Amendment to Employment Agreement, dated July 1, 2020, by and between The ODP Corporation, Office Depot, LLC and Gerry P. Smith (Incorporated by reference from Exhibit 10.2 of The ODP Corporations Quarterly Report on Form 10-Q, filed with the SEC on November 5, 2020).* 10.19 Assignment and Assumption Agreement, as of June 30, 2020, by and between The ODP Corporation and Office Depot, LLC (Incorporated by reference from Exhibit 10.1 of The ODP Corporations Form 8-K12B, filed with the SEC on July 1, 2020). 10.20 Cooperation Agreement, by and among HG Vora Capital Management, LLC and The ODP Corporation, dated January 25, 2021 (Incorporated by reference from Exhibit 10.1 of The ODP Corporations Form 8-K, filed with the SEC on January 26, 2021). 10.21 Second Amendment to the Cooperation Agreement, by and among HG Vora Capital Management, LLC and The ODP Corporation, dated December 27, 2022 (Incorporated by reference from Exhibit 10.1 of The ODP Corporations Form 8-K, filed with the SEC on December 28, 2022). 10.22 First Amendment to the Cooperation Agreement, by and among HG Vora Capital Management, LLC and The ODP Corporation, dated December 30, 2021 (Incorporated by reference from Exhibit 10.1 of The ODP Corporations Form 8-K, filed with the SEC on January 3, 2022). 10.23 The ODP Corporation 2021 Long-Term Incentive Plan (Incorporated by reference from Annex 1 of The ODP Corporations Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 12, 2021).* 10.24 Form of 2021 Restricted Stock Unit Award Agreement (Incorporated by reference from Exhibit 10.2 of The ODP Corporations Form 8-K, filed with the SEC on April 21, 2021).* 10.25 Form of 2021 Lump Sum Restricted Stock Unit Award Agreement (Non-Employee Directors) (Incorporated by reference from Exhibit 10.3 of The ODP Corporations Form 8-K, filed with the SEC on April 21, 2021).* 10.26 Form of 2021 Installment Payment Restricted Stock Unit Award Agreement (Non-Employee Directors) (Incorporated by reference from Exhibit 10.4 of The ODP Corporations Form 8-K, filed with the SEC on April 21, 2021).* 10.27 Form of 2021 FCF Performance Share Award Agreement (Incorporated by reference from Exhibit 10.5 of The ODP Corporations Form 8-K, filed with the SEC on April 21, 2021).* 10.28 Form of 2021 TSR Performance Share Award Agreement (Incorporated by reference from Exhibit 10.6 of The ODP Corporations Form 8-K, filed with the SEC on April 21, 2021).* 10.29 Executive Transition Agreement, dated as of September 28, 2021, by and between The ODP Corporation and N. David Bleisch (Incorporated by reference from Exhibit 10.1 of The ODP Corporations Quarterly Report on Form 10-Q, filed with the SEC on November 3, 2021).* 10.30 Securities Purchase Agreement with Lincoln Merger Sub Two LLC, CompuCom Super Holdings LLC, and Project Heritage Acquisition, LLC, dated December 31, 2021 (Incorporated by reference from Exhibit 10.30 of The ODP Corporations Annual Report on Form 10-K, filed with the SEC on February 23, 2022).* 21 List of The ODP Corporations Subsidiaries 23.1 Consent of Independent Registered Public Accounting Firm 31.1 Certification of Principal Executive Officer required by Securities and Exchange Commission Rule 13a-14(a) or 15d-14(a) 31.2 Certification of Principal Financial Officer required by Securities and Exchange Commission Rule 13a-14(a) or 15d-14(a). 32.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002