Form 8-K - Current report

ODP Corp NASDAQ false 0000800240 0000800240 2024-08-12 2024-08-12

 

 

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): August 12, 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)

[phone]

(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 LLC (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. ☐

 

 

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 12, 2024, D. Anthony Scaglione, Executive Vice President and Chief Financial Officer of The ODP Corporation (the “Company”), informed the Company that he will leave the Company to pursue another opportunity, effective September 13, 2024. Effective as of Mr. Scaglione’s departure date, the Company has appointed Gerry P. Smith, the Company’s Chief Executive Officer, as the Company’s principal financial officer to serve until such time as the Company identifies and appoints a permanent chief financial officer.

Biographical information about Mr. Smith, age 61, required by Item 5.02(c) of Form 8-K is included in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 14, 2024 under “Proposal No. 1: Election of Directors – 2024 Director Nominees”, and such information is incorporated herein by reference. There is no family relationship between Mr. Smith and any director or executive officer of the Company, and Mr. Smith does not have a direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K. Further, there are no arrangements or understandings between Mr. Smith and any other persons pursuant to which he was selected as the Company’s interim principal financial officer.

As the Company formulates its plans to fill the Chief Financial Officer role and to ensure a smooth transition, Mr. Scaglione will continue to work closely with Mr. Smith until his departure date, supported by the Company’s experienced financial reporting and accounting team.

 

Item 7.01

Regulation FD Disclosure.

A copy of the Company’s press release announcing Mr. Scaglione’s departure is furnished hereto as Exhibit 99.1.

The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

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Item 9.01.

Financial Statements and Exhibits.

 

Exhibit No.		Description
99.1		Press Release of The ODP Corporation, dated August 14, 2024
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

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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.

 

				THE ODP CORPORATION
Date: August 14, 2024				/s/ Sarah E. Hlavinka
				Name:		Sarah E. Hlavinka
				Title:		Executive Vice President, Chief Legal Officer and Corporate Secretary

 

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Exhibit 99.1

 

 

CONTACT:

Tim Perrott

Investor Relations 561-438-4629

[e-mail]

The ODP Corporation Announces Departure of Chief Financial Officer

D. Anthony Scaglione to pursue another career opportunity

Boca Raton, Fla., August 14, 2024 — The ODP Corporation (“ODP,” or the “Company”) (NASDAQ:ODP), a leading provider of products, services, and technology solutions to businesses and consumers, today announced that D. Anthony Scaglione, executive vice president and chief financial officer, is stepping down from his role to pursue another career opportunity and that his last day will be September 13, 2024.

“On behalf of ODP, I want to thank Anthony for his significant contributions to ODP over the past four years,” said Gerry Smith, chief executive officer of the Company. “Under his financial leadership, ODP has made great strides in its transformation and has strengthened its foundation to be able to deliver profitable growth in the future. Anthony is supported by a talented finance team that will continue to serve the company and its shareholders. We thank Anthony for all his efforts and wish him well in his new role.”

Anthony Scaglione said, “It has been a privilege to work as part of the ODP team and I’m proud of the progress we have made toward achieving our strategic goals. ODP is well positioned with a strong balance sheet and dedicated team to continue driving forward its strategic transformation to create shareholder value.”

As the Company formulates its plans to fill the chief financial officer role and to ensure a smooth transition, Mr. Scaglione will continue to work closely with Mr. Smith until his departure date, supported by the Company’s experienced financial reporting and accounting team.

About The ODP Corporation

The ODP Corporation is a leading provider of products, services, and technology solutions through an integrated business-to-business (B2B) distribution platform and omni-channel presence, which includes supply chain and distribution operations, dedicated sales professionals, a B2B digital procurement solution, online presence, and a network of Office Depot and OfficeMax retail stores. Through its operating companies ODP Business Solutions, LLC; Office Depot, LLC; and Veyer, LLC, The ODP Corporation empowers every business, professional, and consumer to achieve more every day. For more information, visit theodpcorp.com.

ODP and ODP Business Solutions are trademarks of ODP Business Solutions, LLC. Office Depot is a trademark of The Office Club, LLC. OfficeMax is a trademark of OMX, Inc. Veyer is a trademark of Veyer, LLC. ^©2023 Office Depot, LLC. All rights reserved. Any other product or company names mentioned herein are the trademarks of their respective owners.

 

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FORWARD LOOKING STATEMENTS – THE ODP CORPORATION

This communication may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements or disclosures may discuss goals, intentions and expectations as to future trends, plans, events, results of operations, cash flow or financial condition, or state other information relating to, among other things, The ODP Corporation, based on current beliefs and assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “plan,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “expectations”, “outlook,” “intend,” “may,” “possible,” “potential,” “predict,” “project,” “propose” “aim” or other similar words, phrases or expressions, or other variations of such words. These forward-looking statements are subject to various risks and uncertainties, many of which are outside of the Company’s control. There can be no assurances that the Company will realize these expectations or that these beliefs will prove correct, and therefore investors and stakeholders should not place undue reliance on such statements.

Investors and shareholders should carefully consider the foregoing factors and the other risks and uncertainties described in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission. The Company does not assume any obligation to update or revise any forward-looking statements.

 

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Document and Entity Information	Aug. 12, 2024
Cover [Abstract]
Entity Registrant Name	ODP Corp
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0000800240
Document Type	8-K
Document Period End Date	Aug. 12, 2024
Entity Incorporation State Country Code	DE
Entity File Number	1-10948
Entity Tax Identification Number	85-1457062
Entity Address, Address Line One	6600 North Military Trail
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33496
City Area Code	(561)
Local Phone Number	438-4800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	ODP
Entity Emerging Growth Company	false

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