UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

 

Date of Report:		May 4, 2012
Date of earliest event reported:		April 30, 2012

 

 

OFFICEMAX INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-5057		82-0100960
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
263 Shuman Blvd. Naperville, Illinois				60563
(Address of principal executive offices)				(Zip Code)

(630) 438-7800

(Registrant’s telephone number, including area code)

 

 

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))

 

 

 

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Item 5.07. Submission of Matters to a Vote of Security Holders.

OfficeMax Incorporated (“OfficeMax”) held its annual stockholders’ meeting on April 30, 2012. At the annual meeting, OfficeMax’s stockholders (i) elected each of the persons listed below to serve as an OfficeMax director for a term that will continue until the next annual meeting of stockholders or until his or her successor has been duly elected and qualified or the director’s earlier resignation, death or removal, (ii) approved the appointment of KPMG LLP to serve as OfficeMax’s independent registered public accounting firm for 2012, and (iii) adopted, on a non-binding, advisory basis, a resolution approving the compensation of OfficeMax’s named executive officers described under the heading “Executive Compensation” in OfficeMax’s proxy statement.

OfficeMax’s independent inspector of elections reported the vote of the stockholders as follows:

Proposal 1: The election of directors.

 

Name		FOR				AGAINST				WITHHOLD				BROKER NON-VOTE
Warren F. Bryant			66,511,608				390,880				378,876				8,762,078
Joseph M. DePinto			65,948,732				943,632				389,000				8,762,078
Rakesh Gangwal			65,337,508				1,658,362				285,494				8,762,078
V. James Marino			66,518,675				387,211				375,478				8,762,078
William J. Montgoris			65,953,742				939,342				388,280				8,762,078
Francesca Ruiz de Luzuriaga			65,918,256				988,351				374,757				8,762,078
Ravichandra K. Saligram			66,144,423				851,811				285,130				8,762,078
David M. Szymanski			65,839,417				1,053,677				388,270				8,762,078

Proposal 2: The appointment of KPMG LLP as OfficeMax’s independent registered public accounting firm for 2012.

 

		00,000,000			00,000,000				00,000,000			00,000,000
		FOR		AGAINST				ABSTAIN
		75,504,365			493,119				45,958

Proposal 3: The adoption, on a non-binding, advisory basis, of a resolution approving the compensation of OfficeMax’s named executive officers described under the heading “Executive Compensation” in OfficeMax’s proxy statement.

 

		00,000,000			00,000,000				00,000,000				00,000,000
		FOR		AGAINST				ABSTAIN				BROKER NON-VOTE
		64,000,132			3,078,534				202,698				8,762,078

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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.

Dated: May 4, 2012