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Top Office Depot holder sues for annual meeting

NEW YORK (AP) -- Starboard Value LP, Office Depot's largest shareholder, filed suit to force the office supply retailer hold an annual meeting, according to a filing with the Securities and Exchange Commission.

Starboard, which holds a 14.8 percent stake in the company, is trying to install a slate of six nominees to Office Depot's board. It asked the Court of Chancery in the state of Delaware, where Office Depot is incorporated, to compel the retailer to "promptly hold" an annual meeting to elect directors.

Boca Raton, Fla.-based Office Depot reached a deal in February to combine with OfficeMax in an all-stock transaction worth about $1.2 billion, but key details, such as the name of the new company, CEO and headquarters, have yet to be determined.

Office Depot has called a special shareholder meeting for July 10, but that is only to vote on the proposed merger. Starboard said the pending deal is not a good enough reason not to have its regular annual shareholder meeting. Office Depot held its last shareholder meeting on April 29, 2012, the filing states.

Office Depot said Friday it has taken steps to set an annual shareholder meeting "as soon as practical" after the July 10 shareholder meeting.

Starboard has said that it believes a new and better board is needed to help boost the company's operating performance, select a CEO when Office Depot combines with OfficeMax Inc. and contribute the most highly-qualified board members possible to the combined company.

In the filing dated June 12, Starboard said it continues to be in favor of the merger, but a new board is needed to make sure that the company is prepared to succeed as a stand-alone entity if the deal with Naperville, Ill.-based OfficeMax falls through.

The merger with OfficeMax is awaiting approval by the Federal Trade Commission. Earlier this month the companies said they received a second request for information from the FTC but said they still expect to get the deal approved late this year.

Office Depot shares slipped a penny to $4.26 in afternoon trading. OfficeMax shares also slipped a penny to $11.14.