8-K

THE ODP CORPORATION

Date: January 29, 2024

/s/ Sarah E. Hlavinka

Sarah E. Hlavinka

Executive Vice President, Chief Legal Officer and Corporate Secretary

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): January 23, 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)

(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:

☐	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

(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. ☐

Item 5.02

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

Gerry P. Smith Resumes Duties

As previously disclosed, The ODP Corporation (the “Company”) announced that Gerry P. Smith, the Chief Executive Officer (“CEO”) of the Company was taking a temporary medical leave of absence to undergo a medical procedure. During his recovery, Joseph S. Vassalluzzo, the non-executive Chair of the Board of Directors of the Company (the “Board”), temporarily assumed Mr. Smith’s authority and responsibilities.

Effective February 1, 2024, Mr. Smith will return from his medical leave and resume his duties and responsibilities as CEO of the Company.

David M. Szymanski Resignation

On January 23, 2024, David M. Szymanski, a member of the Board, notified the Company of his intention to retire from the Board of Directors, effective February 13, 2024. Dr. Szymanski has served as a director for the Company and its predecessor OfficeMax Incorporated since 2004. Dr. Szymanski did not resign as a result of any disagreement with the Company or any matter relating to its operations, policies or practices. The Company thanks Dr. Szymanski for his long, dedicated service on the Board and wishes him well in his future pursuits.

A copy of the related press release issued by the Company on January 29, 2024 is furnished hereto as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits.


Exhibit No.		Description

99.1		Press Release of The ODP Corporation, dated January 29, 2024.

104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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.