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): July 20, 2017

OFFICE DEPOT, INC.

(Exact name of registrant as specified in its charter)

(561) 438-4800

(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:

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.     ☐

2017 Long-Term Incentive Plan

At Office Depot, Inc.’s (the “Company” or “Office Depot”) 2017 Annual Meeting of Stockholders held on July 20, 2017 (the “Annual Meeting”), stockholders of the Company approved the Company’s 2017 Long-Term Incentive Plan (the “2017 Plan”), which will replace the Company’s 2015 Long-Term Incentive Plan (the “2015 Plan” and together with Office Depot, Inc. 2007 Long-Term Incentive Plan and the 2003 OfficeMax Incentive and Performance Plan, the “Prior Plans”) for future grants to certain employees, directors, consultants, advisors and other persons who perform services for Office Depot and its subsidiaries. The Company’s board of directors unanimously approved the 2017 Plan on June 1, 2017, subject to stockholder approval. The results of the stockholder vote on the 2017 Plan are set forth further below under Item 5.07 of this Current Report on Form 8-K.

The 2017 Plan which became effective upon stockholder approval at the Annual Meeting (the “Plan Effective Date”) provides for the grant of performance shares, performance units, restricted stock, RSUs, NQSOs, ISOs, SARs and other awards to eligible participants. ISOs may be granted only to employees of Office Depot 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 2017 Plan is thirty-six million (36,000,000). The shares issued pursuant to awards under the 2017 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 in the open market or in private transactions.

The 2017 Plan will be administered by the Compensation Committee or such other committee consisting of two or more independent members of the Office Depot board of directors as may be appointed by the board to administer the 2017 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 2015 Plan after the Plan Effective Date, and all remaining shares available for grant under the 2015 Plan were cancelled on the Plan Effective Date. No additional awards have been granted under the Office Depot, Inc. 2007 Long-Term Incentive Plan (the “2007 Plan”) and 2003 OfficeMax Incentive and Performance Plan (the “2003 OMIPP”) since the Company’s stockholders approved the 2015 Plan on April 25, 2015; all remaining shares available for grant under the 2007 Plan and 2003 OMIPP were cancelled at that time. Outstanding awards under the Prior Plans shall continue to be to be governed by the Prior Plans and the agreements under which they were granted.

This summary of the 2017 Plan is subject to and is qualified in its entirety by reference to the full text of the 2017 Plan, which is set forth in Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed with the Commission on July 20, 2017 (the “Form S-8”) and is incorporated herein by reference.

Copies of the form of restricted stock agreement (directors), form of restricted stock unit agreement (directors), form of restricted stock unit agreement (executives), form of AOI performance share award agreement (executives) and form of TSR performance share award agreement (executives) under the 2017 Plan are set forth as Exhibits 99.2, 99.3, 99.4, 99.5 and 99.6 to the Form S-8 and are incorporated herein by reference.

On July 20, 2017, the Company held its Annual Meeting. As of the record date, there were 518,385,043 common shares entitled to one vote per share. Results of votes with respect to proposals submitted at that meeting are as follows:

(d) Exhibits.

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.

EXHIBIT INDEX