<PAGE> 1
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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
OFFICEMAX, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
N/A
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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<PAGE> 2
[OfficeMax Logo]
------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 23, 2000
------------------------------------
To Our Shareholders:
Notice is hereby given that the 2000 Annual Meeting of Shareholders of
OfficeMax, Inc., an Ohio corporation, will be held at our new PowerMax
distribution facility, Humboldt Industrial Parkway, 69 Green Mountain Road,
Hazleton, Pennsylvania 18201, on Friday, June 23, 2000, at 9:00 a.m., local
time. At the meeting, shareholders will act on the following matters:
(1) The election of four directors, and
(2) Any other matter that properly comes before the meeting or any
adjournment or postponement thereof.
Only shareholders of record at the close of business on May 23, 2000, are
entitled to notice of and to vote at the meeting or any adjournment or
postponement thereof.
By Order of the Board of Directors,
/s/ Ross H. Pollock
Ross H. Pollock
Secretary
May 25, 2000
Shaker Heights, Ohio
YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. YOU
CAN VOTE OVER THE INTERNET, BY TELEPHONE OR BY USING A TRADITIONAL PROXY CARD.
Detailed voting instructions appear on the next page.
Holders whose shares are held in "street name" who plan to attend the
meeting will be required to produce a copy of a brokerage statement reflecting
share ownership as of the record date.
<PAGE> 3
[OfficeMax Logo]
OfficeMax, Inc.
3605 Warrensville Center Road
Shaker Heights, Ohio 44122
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
TIME............................................ 9:00 a.m. on Friday, June 23, 2000
PLACE........................................... PowerMax Distribution Facility
Humboldt Industrial Parkway
69 Green Mountain Road
Hazleton, Pennsylvania 18201
ITEMS OF BUSINESS............................... (1) Election of four directors; and
(2) Any other matter that properly comes before the
meeting or any adjournment or postponement.
RECORD DATE..................................... You are entitled to vote if you were a shareholder
of record at the close of business on May 23, 2000.
ANNUAL REPORT................................... Our 1999 Annual Report to Shareholders for the
fiscal year ended January 22, 2000, which is not a
part of the proxy soliciting material, is enclosed.
PROXY VOTING.................................... Shareholders of record can vote by one of the
following methods:
- VISIT THE WEB SITE AT
HTTP://WWW.EPROXYVOTE.COM/OMX to vote over the
Internet anytime up to 12:00 midnight New York
time on June 22, 2000;
OR
- CALL 1-877-779-8683 from the U.S. and Canada
(this call is free) or 001-1-201-536-8073 from all
other countries to vote by telephone anytime up
to 12:00 midnight New York time on June 22, 2000;
OR
- MARK, SIGN, DATE AND RETURN the enclosed proxy
card in the envelope provided.
</TABLE>
You may revote your proxy in the manner described in the accompanying proxy
statement at any time up to the time your proxy is voted on the date of the
meeting.
May 25, 2000
- --------------------------------------------------------------------------------
SAVE OUR COMPANY TIME AND MONEY
Please take advantage of two new cost-effective and convenient ways to vote
your shares --
- over the Internet
- by telephone
PLEASE VOTE YOUR SHARES PROMPTLY.
- --------------------------------------------------------------------------------
[OfficeMax Logo]
<PAGE> 4
OfficeMax Logo
3605 Warrensville Center Road
Shaker Heights, Ohio 44122
------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
JUNE 23, 2000
------------------------
We are furnishing this proxy statement in connection with the solicitation
of proxies on behalf of our board of directors for use at the Annual Meeting of
Shareholders to be held at our new PowerMax distribution facility, Humboldt
Industrial Parkway, 69 Green Mountain Road, Hazleton, Pennsylvania 18201, on
Friday,
June 23, 2000, at 9:00 a.m., local time. This statement and the accompanying
proxy card, together with our Annual Report to Shareholders for the fiscal year
ended January 22, 2000, are being mailed to shareholders on or about May 25,
2000.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At our annual meeting, shareholders will act upon the matters outlined in
the notice of meeting on the cover page of this proxy statement, including the
election of directors. In addition, our management will report on our
performance during fiscal 1999 and respond to questions from shareholders.
WHO IS ENTITLED TO VOTE?
Only shareholders of record at the close of business on the record date,
May 23, 2000, are entitled to receive notice of the annual meeting and to vote
the shares that they held on that date at the meeting, or any postponement or
adjournment of the meeting. Each outstanding common share or Series A Voting
Preference Share entitles its holder to cast one vote on each matter to be voted
upon.
WHO CAN ATTEND THE MEETING?
All shareholders as of the record date, or their duly appointed proxies,
may attend the meeting. Registration will begin at 8:00 a.m. Only shareholders
of record at the close of business on May 23, 2000, are entitled to notice of
and to vote at the meeting or any adjournment or postponement thereof.
WHAT CONSTITUTES A QUORUM?
The presence at the meeting, in person or by proxy, of the holders of a
majority of the voting power of all shares outstanding on the record date will
constitute a quorum, permitting the meeting to conduct its business. As of the
record date, 112,743,744 common shares, 3,076,923 Series A Voting Preference
Shares and 2,000,000 Series B Serial Preferred Shares were outstanding. Each
common share and Series A Voting Preference Share is entitled to one vote at the
meeting. Proxies received but marked as abstentions and broker non-votes will be
included in the calculation of the number of shares considered to be present at
the meeting.
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<PAGE> 5
HOW DO YOU VOTE?
Shareholders of record can vote by one of the following methods:
- VISIT THE WEB SITE AT HTTP://WWW.EPROXYVOTE.COM/OMX to vote over the
Internet anytime up to 12:00 midnight New York time on June 22, 2000; or
- CALL 1-877-779-8683 from the U.S. and Canada (this call is free) or
001-1-201-536-8073 from all other countries to vote by telephone anytime
up to 12:00 midnight New York time on June 22, 2000; or
- MARK, SIGN, DATE AND RETURN the enclosed proxy card in the envelope
provided.
If you are a registered shareholder and attend the meeting, you may deliver
your completed proxy card in person or you may vote in person. Holders whose
shares are held in "street name" who wish to vote at the meeting must obtain a
proxy from the institution that holds their shares.
CAN YOU CHANGE YOUR VOTE OR REVOKE YOUR PROXY AFTER YOU RETURN YOUR PROXY VOTE?
Yes. Even after you have voted your proxy by the Internet or telephone, or
have executed and returned your proxy card, you may change your vote at any time
prior to its exercise by giving written notice to OfficeMax or in open meeting,
by executing and forwarding a later-dated proxy card to OfficeMax, or by voting
a later proxy by the Internet or telephone. Attendance at the meeting will not
by itself revoke a previously granted proxy.
HOW DO YOU VOTE YOUR 401(k) AND EXECUTIVE SAVINGS DEFERRAL PLAN SHARES?
If you participate in our 401(k) Savings Plan or Executive Savings Deferral
Plan, you will receive a proxy card which will include the number of common
shares equivalent to the value of the interest credited to your account. If you
complete and properly sign the proxy card and return it by June 20, 2000 or vote
by telephone or the Internet, the trustee of the plan will vote your shares in
accordance with your proxy. If you do not return your proxy, or vote by
telephone or the Internet, the share equivalents credited to your account will
be voted by the trustee in the same proportion in which it votes share
equivalents for which timely proxies were delivered.
WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?
- Election of Directors. The four nominees that receive the most votes
will be elected. A properly executed proxy marked "WITHHOLD AUTHORITY"
with respect to the election of one or more directors will not be voted
with respect to the director or directors indicated, although it will be
counted for purposes of determining whether there is a quorum.
- Other Items. For any other item that may properly come before the
meeting, the vote required will be determined by applicable law, the New
York Stock Exchange rules and our corporate governance documents. A
properly executed proxy marked "ABSTAIN" with respect to any such matter
will not be voted, although it will be counted for purposes of
determining whether there is a quorum. Accordingly, an abstention will
have the effect of a negative vote.
If you hold your shares in "street name" through a broker or other nominee,
your broker or nominee may not be permitted to exercise voting discretion with
respect to some of the matters to be acted upon. Thus, if you do not give your
broker or nominee specific instructions, your shares may not be voted on those
matters and will not be counted in determining the number of votes necessary for
approval. Shares represented by such "broker non-votes" will, however, be
counted in determining whether there is a quorum.
WHAT ARE THE BOARD'S RECOMMENDATIONS?
Unless you give other instructions on your proxy card, or with your vote by
the Internet or telephone, the persons named as proxies on the proxy card will
vote in accordance with the recommendations of our board of directors. Our
board's recommendation for each item is set forth together with the description
of each item in this proxy statement. In summary, our board recommends a vote
for election of the four nominated directors.
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<PAGE> 6
With respect to any other matter that properly comes before the meeting,
the proxies will vote as recommended by the board of directors or, if no
recommendation is made, using their own discretion.
WHOM DO YOU CONTACT IF YOU HAVE ADDITIONAL QUESTIONS?
If you have any questions prior to the annual meeting, please call the
OfficeMax Investor Relations Department at (216) 471-6697 or contact us via
email at: [email protected].
ITEM 1 -- ELECTION OF DIRECTORS
Our board of directors currently consists of seven members, divided into
one class of three members and one class of four members. At the meeting, common
shares or Series A Voting Preference Shares represented by proxies delivered to
us, unless otherwise specified, will be voted for the election of the four
nominees hereinafter named, each to serve for a term of two years or until his
or her successor is duly elected and qualified. If any nominee should not be
available for election, the proxies will be voted for the election of such
substitute nominee as the board may propose. Proxies may not be voted at the
annual meeting for more than four persons.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ALL FOUR
NOMINEES.
Listed below is the name of each person nominated for election as a
director of OfficeMax (each is currently a director of OfficeMax), each
director's age, his or her principal occupation, membership on the board of
directors of other public companies (which is shown parenthetically), the year
in which he or she first became a director of OfficeMax and the year in which
each director's term as a director will expire:
NOMINEES STANDING FOR ELECTION FOR TERM EXPIRING 2002
The directors standing for election are:
<TABLE>
<CAPTION>
DIRECTOR TERM
NAME AGE PRINCIPAL OCCUPATION (1) SINCE EXPIRES
---- --- ------------------------ -------- -------
<S> <C> <C> <C> <C>
Burnett W. Donoho 60 Chairman and Chief Executive Officer of 1995 2000
Wellbridge (fka Club Sports
International), a privately held group of
upscale health clubs and spas; former
Vice Chairman, Chief Operating Officer of
Macy's East, a chain of 60 department
stores and a then division of R.H. Macy &
Co., Inc.; former Vice Chairman and Chief
Operating Officer of Montgomery Ward &
Co., Inc., a major retailer (GTECH
Corporation)
James F. McCann 48 President of 1-800-FLOWERS.com, Inc., a 1996 2000
national retail florist (Gateway, Inc.
and Petco Animal Supplies, Inc.)
Sydell L. Miller 62 Private investor and consultant; former 1994 2000
Chairman of the Board and Chief Executive
Officer of Matrix Essentials, Inc., a
subsidiary of Bristol-Myers Squibb
Company
Ivan J. Winfield 66 Retired Managing Partner of Coopers & 1998 2000
Lybrand; currently Associate Professor at
Baldwin-Wallace College, Cleveland, Ohio;
and Business Consultant (Boykin Lodging
Co., HMI Industries, Inc., and Rainbow
Rentals, Inc.)
</TABLE>
3
<PAGE> 7
DIRECTORS CONTINUING IN OFFICE
The following directors were elected at our 1999 annual meeting for a term
ending in 2001:
<TABLE>
<CAPTION>
DIRECTOR TERM
NAME AGE PRINCIPAL OCCUPATION (1) SINCE EXPIRES
---- --- ------------------------ -------- -------
<S> <C> <C> <C> <C>
Raymond L. Bank 46 President and Chief Operating Officer of 1994 2001
Merchant Development Corporation, a
venture capital and buy-out firm focusing
on consumer retail, direct marketing and
service companies (Regency Realty, Inc.)
Michael Feuer 55 Chairman and Chief Executive Officer of 1988 2001
OfficeMax
Carl D. Glickman 73 President, The Glickman Organization, 1995 2001
private investing (The Bear Stearns
Companies, Inc., Alliance Tire & Rubber
Company Ltd., Jerusalem Economic
Corporation Ltd., and Lexington Corporate
Properties Trust)
</TABLE>
- ---------------
(1) Each of the foregoing, except Ms. Miller and Messrs. Bank, Donoho and
Winfield, either has had the positions shown or has had other executive
positions with the same employer for more than five years. Ms. Miller has
been a private investor and consultant since September 1995. Prior to
September 1995, Ms. Miller served as Chairman of the Board and Chief
Executive Officer of Matrix Essentials, Inc., a manufacturer of professional
hair care, skin care and cosmetic products and a subsidiary of Bristol-Myers
Squibb Company. Mr. Bank also served as a director of OfficeMax from May
1990 until the acquisition by Kmart Corporation of 92.7% of OfficeMax in
November 1991. For approximately 11 months in 1997, Mr. Donoho served as
Vice Chairman and Chief Operating Officer of Montgomery Ward & Co., Inc. Mr.
Donoho was an independent retail consultant from January 1995 to February
1997. Mr. Donoho served as Vice Chairman, Chief Operating Officer of Macy's
East, a chain of 60 department stores and a then division of R.H. Macy &
Co., Inc. from July 1992 until December 1994. Mr. Winfield has held his
current position since September 1995. From 1970 until October 1994, Mr.
Winfield was a partner with the accounting firm of Coopers & Lybrand. Mr.
Winfield served as a Managing Partner of Coopers & Lybrand from July 1978 to
October 1994.
HOW OFTEN DID OUR BOARD MEET DURING FISCAL 1999?
During the fiscal year ended January 22, 2000, our board of directors held
five meetings. Each director attended at least 75% of the meetings of our board
of directors and committees on which he or she served.
WHAT COMMITTEES HAS OUR BOARD ESTABLISHED?
Audit Committee. Messrs. Bank (Chairman), Donoho, Glickman and Winfield are
the current members of our board's Audit Committee, which is empowered to
exercise all powers and authority of our board of directors with respect to our
annual audit, accounting policies, financial reporting and internal controls.
The Audit Committee met twice and consulted informally on other occasions during
the last fiscal year.
Compensation Committee. Messrs. Glickman (Chairman) and Bank and Ms. Miller
are the current members of our board's Compensation Committee, which is
empowered to exercise all powers and authority of our board with respect to
compensation of our officers. The Compensation Committee met three times and
consulted informally on other occasions during the last fiscal year.
Our board of directors does not have a nominating committee.
4
<PAGE> 8
HOW ARE DIRECTORS COMPENSATED?
Directors who are not officers or employees of OfficeMax receive an annual
retainer fee of $25,000 payable in restricted common shares of OfficeMax, and a
fee of $1,000 for each quarterly meeting of the board attended, and a fee of
$500 for each committee meeting of the board attended, each of which is payable
in common shares of OfficeMax.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
COMMON SHARES. Except as set forth below, we know of no single person or
group that is the beneficial owner of more than 5% of our common shares.
<TABLE>
<CAPTION>
NUMBER OF
NAME AND ADDRESS COMMON SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------- ------------------ --------
<S> <C> <C>
Orient Star Holdings LLC................................... 9,400,000(1) 8.3%
1000 Louisiana Street
Suite 565
Houston, TX 77002
Mellon Financial Corporation............................... 6,482,004(2) 5.8%
c/o Mellon Financial Corporation
One Mellon Center
Pittsburgh, PA 15258
</TABLE>
--------------------
(1) Based on information obtained from a Schedule 13G filed on January
18, 2000, by the following: Carlos Slim Helu, Carlos Slim Domit,
Marco Antonio Slim Domit, Patrick Slim Domit, Maria Soumaya Slim
Domit, Vanessa Paola Slim Domit, Johanna Monique Slim Domit,
Inmobiliaria Carso, S.A. de C.V., a Mexican corporation, and
Orient Star Holdings LLC, a Delaware limited liability company.
(2) Based on information obtained from a Schedule 13G filed on January
27, 2000, by Mellon Financial Corporation, Boston Group Holdings,
Inc., and The Boston Company, Inc.
SERIES A VOTING PREFERENCE SHARES. On April 28, 2000, in a private
placement, the Company issued 3,076,923 Series A Voting Preference Shares to
Gateway Companies, Inc.
<TABLE>
<CAPTION>
NUMBER OF
NAME AND ADDRESS SERIES A SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------- ------------------ --------
<S> <C> <C>
Gateway Companies, Inc..................................... 3,076,923 100%
4545 Towne Centre Court
San Diego, CA 92121
</TABLE>
5
<PAGE> 9
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as to each director, each executive officer
named in the Summary Compensation Table and the directors and executive officers
as a group, information regarding the amount and nature of common shares
beneficially owned (unless otherwise indicated) at May 15, 2000.
<TABLE>
<CAPTION>
NUMBER OF
COMMON SHARES ACQUIRABLE
BENEFICIALLY WITHIN 60 PERCENT OF SHARES
NAME OWNED (1)(2) DAYS (3) OUTSTANDING
---- ------------- ---------- -----------------
<S> <C> <C> <C>
Michael Feuer..................................... 2,436,977 1,682,916 3.6%
Carl D. Glickman.................................. 65,547 -- *
Sydell L. Miller.................................. 38,954 -- *
James F. McCann................................... 33,404 -- *
Burnett W. Donoho................................. 20,568 -- *
Raymond L. Bank................................... 20,515 -- *
Ivan J. Winfield.................................. 10,523 -- *
Jeffrey L. Rutherford............................. 29,264 90,625 *
Edward L. Cornell................................. 58,988 254,630 *
Harold L. Mulet................................... 22,713 -- *
Robert S. Islinger................................ 2,195 -- *
All executive officers and directors as a group
(14 persons).................................... 2,752,076 2,060,671 4.3%
</TABLE>
- ---------------
* Less than 1%.
(1) The number of shares shown includes shares that are individually or jointly
owned, as well as shares over which the individual has either sole or shared
investment or voting authority. Certain of our executive officers disclaim
beneficial ownership of some of the shares included in the table as follows:
- Mr. Feuer -- 3,225 shares owned by a trust for the benefit of Mr.
Feuer's son and 3,000 shares owned by a trust for the benefit of Mr.
Feuer's daughter, as to each of which trust Mr. Feuer's wife is the
trustee, and 1,500 shares owned directly by his wife.
(2) For executive officers, includes interests in our 401(k) Plan with respect
to which participants have voting power but no investment rights: Mr. Feuer
- 1,053 shares; Mr. Cornell - 642 shares; Mr. Islinger - 46 shares; and all
current executive officers as a group - 2,834 shares.
(3) Reflects the number of shares that could be purchased by exercise of options
available at May 15, 2000, or within 60 days thereafter under our
Equity-Based Award Plan.
EXECUTIVE COMPENSATION
The following Compensation Committee Report and the performance graph
included elsewhere in this proxy statement do not constitute soliciting material
and should not be deemed filed or incorporated by reference into any other of
our filings under the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent we specifically incorporate the report or the
performance graph by reference therein.
COMPENSATION COMMITTEE REPORT
Our compensation program is administered by the Compensation Committee of
our board of directors, which has responsibility for reviewing all aspects of
compensation paid by us to our executive officers. The Compensation Committee is
composed of the three directors listed at the end of this report.
The Compensation Committee's primary objective with respect to executive
compensation is to work with our senior management to establish programs which
attract and retain key managers and align their compensation
6
<PAGE> 10
with our overall business strategies, values and performance. To this end, the
Compensation Committee has adopted an executive compensation philosophy which
includes the following considerations:
- A program that differentiates compensation based on corporate and
individual performance;
- An emphasis on equity incentives as a significant component of total
compensation in order to align the interest of our executives closely
with the long-term interests of shareholders;
- An emphasis on total compensation versus cash salary compensation,
under which base salaries are generally set at competitive levels, but
which motivates and rewards our executives with total compensation
(including year-end bonuses) at or above competitive levels if Company
and individual performance reach predetermined objectives;
- Recognition that, as an executive's level of responsibility increases,
a greater portion of his or her total compensation opportunity should
be based on equity and other performance incentives; and
- An appropriate mix of short-term and long-term compensation which
facilitates retention of talented executives and encourages share
ownership and capital accumulation.
The primary components of our executive compensation program are: (i) base
salaries, (ii) annual bonuses, and (iii) long-term equity incentive
opportunities. Each component of compensation is discussed below.
Base Salaries. Base salaries for our executives are subject to annual
review and adjustment on the basis of individual and Company performance, level
of responsibility, and competitive, inflationary, and internal equity
considerations. The Compensation Committee generally attempts to set base
salaries of executive officers at a level which is generally at the "market"
rate, as determined from information gathered by us from independent
compensation consulting firms and published surveys. With respect to the
$950,000 base salary established for Mr. Feuer in May 1997, the compensation
committee took into account the factors described above for other executive
officers, as well as Mr. Feuer's expanded responsibilities associated with our
rapid growth and our reaching or exceeding each of our financial strategies and
objectives for fiscal 1997. In lieu of a salary increase in each of fiscal 1998
and 1999, Mr. Feuer chose to receive stock options. This arrangement serves to
continue to align Mr. Feuer's interest with the long-term interests of our
shareholders. In addition, Mr. Feuer has not received a salary increase for
fiscal 2000.
Annual Bonuses. Under our Annual Incentive Bonus Plan, our executives are
eligible to receive annual cash bonus awards to focus attention on and provide a
reward for achieving key individual and Company goals. Target incentive bonus
amounts for executives are established at the beginning of each year, either as
a dollar amount or a percentage of the executive's salary, depending upon each
executive's level of responsibility and function.
Performance objectives were established for OfficeMax at the beginning of
the fiscal year and are designed to provide competitive bonuses on a
"pay-for-performance" basis. In addition, individual performance objectives were
established for each executive, which included both specific performance goals
and other more qualitative and developmental criteria. The actual amount of
bonus payable is generally expressed as a percentage of the executive's base
salary and varies depending on the extent to which the Company and individual
performance goals have been achieved. Following the completion of each fiscal
year, bonuses for executives are paid based on two parameters: first, we must
reach our minimum established earnings before interest and taxes (EBIT) target,
and second, the executive must reach his or her personal performance objectives.
In fiscal 1999, the Company exceeded the minimum EBIT bonus target
(threshold level) but did not reach one of the higher bonus targets.
Accordingly, bonuses were awarded to officers and other management level
associates for fiscal 1999 at the lowest end of the range of percentages of base
salary based on the individual's title or position and the performance level on
his or her personal performance objectives. These percentages were significantly
lower than the ones used to calculate bonus awards for fiscal 1998. The Company
did not reach a higher EBIT target bonus level primarily as a result of the
investments the Company has made to launch the many key initiatives undertaken
during the year designed to increase profitability and ensure long-term growth
while recognizing that these initiatives would, in the short-term, cause a
reduction in earnings. These programs include
7
<PAGE> 11
the MaxProcess initiative and the industry exclusive broad-based agreement that
was entered into with Gateway Companies, Inc. The MaxProcess initiative includes
investments that impacted earnings by altering purchasing protocols and
sacrificing short-term vendor funding, modifying the Company's distribution
methods and enhancing store processes and procedures. The strategic alliance
with Gateway Companies, Inc. will allow the Company to remove its unprofitable
computer departments and is expected to eliminate the losses associated with
this business segment by next year.
New for fiscal 2000 is the adoption of a Balanced Performance Measurement
initiative (also known as a "balanced scorecard") which more fully aligns the
objectives of the Company and management with those of our shareholders. This
"scorecard" provides a tool to track management performance and ties rewards to
results. Balanced Performance Measurement is designed to promote team-based
management to ensure a strong focus on strategic initiatives. The "balanced"
approach blends customer satisfaction, financial, operational and employee
satisfaction goals. Key metrics that will be used include: return on invested
capital (ROIC); earnings before interest, taxes, depreciation, amortization and
rent (EBITDAR); adjusted gross margin per square foot; market share gains;
inventory turns, and customer and associate satisfaction indexes.
Prior to the beginning of each fiscal year, all executives are required to
designate at least 20%, and may elect to designate up to 100%, of their annual
bonus to purchase restricted shares in accordance with our Management Share
Purchase Plan (the "Management Share Purchase Plan").
Long-Term Equity Incentives. We endeavor to foster an ownership culture
that encourages superior performance by our executive officers and have adopted
the Equity-Based Award Plan to provide for common share ownership at all levels.
Pursuant to the Equity-Based Award Plan, the types of awards that can be made
range from ordinary stock options to grants of restricted stock and stock
appreciation rights.
We intend to make annual grants of equity awards to our management
personnel, including our executive officers. This annual grant program is
designed to provide Company managers, over a number of years, with multiple
stock options and related equity incentives. Each stock option will be granted
with an exercise price equal to the fair market value of the common shares at
the time of grant. Individual option grants are determined by the Compensation
Committee based on a manager's current performance, potential for future
responsibility, and salary multiples designed to increase the portion of the
total compensation opportunity represented by equity incentives as a manager's
level of responsibility increases. The Compensation Committee intends to place
substantial emphasis on equity awards as a percentage of total compensation,
consistent with its philosophy that equity awards more closely align the
interests of our managers with the long-term interests of shareholders.
An annual grant of stock options to senior management personnel, including
executive officers, was approved by the Compensation Committee on August 31,
1999. These options vest 50% on the second anniversary of the date of grant and
an additional 25% on each of the third and fourth anniversaries of the date of
grant. In granting Mr. Feuer options in fiscal 1999, the Compensation Committee
considered the fact that Mr. Feuer chose to receive stock options in lieu of a
salary increase.
Under the Management Share Purchase Plan, our executives and other key
associates of OfficeMax designated by the Compensation Committee are required to
designate in advance a minimum of 20%, and may designate up to 100%, of their
annual bonuses for the purchase of restricted shares at a 20% discount from fair
market value on the date of purchase. Shares purchased under the Management
Share Purchase Plan are generally subject to forfeiture for three years from the
date of purchase. For fiscal 1999, Mr. Feuer and the other officers of OfficeMax
designated approximately $400,000 of the approximately $1.7 million total bonus
compensation payable to such executives for the purchase of restricted shares.
Section 162(m). Section 162(m) of the Internal Revenue Code generally
disallows a tax deduction to public corporations for compensation over
$1,000,000 paid for any fiscal year to the corporation's chief executive officer
and the four other most highly compensated executive officers as of the end of
the fiscal year. However, the statute exempts qualifying performance-based
compensation from the deduction limit if certain requirements are met. The
Compensation Committee currently intends to structure performance-based
compensation, including stock option grants and annual bonuses, to executive
officers who may be subject to Section 162(m) in a manner that satisfies those
requirements.
8
<PAGE> 12
Our board and the Compensation Committee reserve the authority to award
nondeductible compensation in other circumstances as they deem appropriate.
Further, because of ambiguities and uncertainties as to the application and
interpretation of Section 162(m) and the regulations issued thereunder, no
assurance can be given, notwithstanding our efforts, that compensation intended
by us to satisfy the requirements for deductibility under Section 162(m) will,
in fact, satisfy such requirements.
Conclusion. In conclusion, our executive compensation program is designed
to provide a significant link between total compensation and our performance and
long-term share price appreciation consistent with the compensation philosophies
set forth above.
Members of the Compensation
Committee
Carl D. Glickman (Chairman)
Raymond L. Bank
Sydell L. Miller
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Compensation Committee is or has been an officer
or employee of OfficeMax.
SUMMARY COMPENSATION
The following table reflects the cash and non-cash compensation for
services in all capacities to OfficeMax by those persons who were, as of January
22, 2000, the chief executive officer and the four other most highly compensated
executive officers of OfficeMax.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------- AWARDS
OTHER ------------------------ PAYOUTS ALL
ANNUAL RESTRICTED SECURITIES ------- OTHER
COMPEN- STOCK UNDERLYING LTIP COMPEN-
NAME AND FISCAL SALARY BONUS SATION AWARDS OPTIONS PAYOUTS SATION
PRINCIPAL POSITION YEAR(1) ($) ($) ($) ($)(2) (#) ($) ($)(3)
------------------ ------- -------- -------- ------- ---------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael Feuer 1999 $950,000 $475,000 -- $(4,530) 400,000 -- $ 1,965
Chairman and 1998 $950,000 $712,500 -- $73,101 700,000 -- $ 5,000
Chief Executive Officer 1997 $851,923 $712,000 -- 300,000 -- $ 4,750
Jeffrey L. Rutherford 1999 $306,154 $ 78,542 -- $(4,034) 175,000 -- $23,602
Senior Executive Vice 1998 $253,462 $126,880 -- $41,143 275,000 -- --
President 1997 $158,173 $ 80,150 -- -- 75,000 -- --
Chief Financial Officer
Edward L. Cornell 1999 $300,445 -- -- $ (855) 75,000 -- $ 1,600
Executive Vice President 1998 $274,785 $134,493 -- $11,222 125,000 -- $ 2,128
Non-Retail Stores and 1997 $259,998 $ 87,450 -- -- 50,000 -- $ 2,256
International Development
Robert S. Islinger (4) 1999 $275,000 $ 57,475 -- -- 150,000 -- --
Senior Vice President 1998 $ 31,731 -- -- -- -- -- --
Marketing and Advertising 1997 -- -- -- -- -- -- --
Harold L. Mulet (5) 1999 $249,039 $ 79,476 -- -- 200,000 -- --
Executive Vice President 1998 -- -- -- -- -- -- --
Retail Sales and Store 1997 -- -- -- -- -- -- --
Productivity
</TABLE>
- ---------------
(1) Includes compensation earned, awarded or paid for the fiscal years ended
January 22, 2000 (fiscal 1999), January 23, 1999 (fiscal 1998) and January
24, 1998 (fiscal 1997), respectively.
9
<PAGE> 13
(2) Amounts shown reflect the difference between the closing market price for
the common shares on the date of purchase and the purchase price paid by
each of the named executive officers for the purchase of restricted shares
under our Management Share Purchase Plan. Amounts for fiscal 1999 were
negative. The aggregate restricted share holdings and values (net of
consideration paid) at January 22, 2000 for the named executive officers are
as follows: (i) Mr. Feuer - 44,323 shares, $(184,856); (ii) Mr. Rutherford -
21,674 shares, $(63,473); (iii) Mr. Cornell - 5,201 shares, $(15,499); (iv)
Mr. Islinger - no shares, $(0); and (v) Mr. Mulet - no shares, $(0). With
respect to the restricted shares so purchased, if employment is terminated
by the executive (other than as a result of death, disability or retirement
after age 65) or if employment is terminated by OfficeMax for "cause" before
the third anniversary of the purchase date, the executive will receive
unrestricted shares having a value equal to the lesser of the current fair
market value for the common shares or the price paid initially for such
restricted shares. If the executive's employment is terminated by OfficeMax
without cause before the third anniversary of the purchase date, the
executive will receive unrestricted shares having a value equal to (i) the
then current fair market value of a percentage of the restricted shares
(based on the number of months of employment completed during the restricted
period), plus (ii) as to the balance of the restricted shares the lesser in
value of the restricted shares at their current fair market value or the
price paid initially for such restricted shares. Dividends, if any, will be
paid on restricted shares at the same rate as common shares.
(3) We provide the named executive officers with certain group life, health,
medical and other non-cash benefits generally available to all salaried
employees and not included in this column pursuant to SEC rules. The amounts
shown in this column for fiscal 1999 include the following: (a) matching
contributions by OfficeMax under our 401(k) Savings Plan and our Executive
Savings Deferral Plan for Messrs. Feuer and Cornell, all of which are
invested in common shares of OfficeMax (Messrs. Rutherford, Islinger and
Mulet did not participate in the plans); and (b) forgiveness of a portion of
the principal and accrued interest on a collateralized loan provided to Mr.
Rutherford.
(4) Mr. Islinger joined OfficeMax in December 1998.
(5) Mr. Mulet joined OfficeMax in May 1999.
NEW EXECUTIVE OFFICERS
GARY PETERSON joined the Company in March 2000 as President and Chief
Operating Officer and received an option to purchase 500,000 shares at an
exercise price of $6.25 per share, one-fourth of which will become exercisable
in March of each of 2002, 2003, 2004 and 2005. Mr. Peterson's cash compensation
for fiscal 2000 consists of an annual base salary of $600,000, plus a bonus
payable under the terms of the Company's Annual Incentive Bonus Plan.
GENE O'DONNELL joined the Company in October 1999 as Executive Vice
President, Merchandising and Marketing and received an option to purchase
100,000 shares at an exercise price of $5.50 per share, one-half of which become
exercisable in October 2001, with an additional one-fourth becoming exercisable
in October of each of 2002 and 2003. Mr. O'Donnell's cash compensation for
fiscal 1999 consisted of an annual base salary of $375,000, plus a bonus payable
under the terms of the Company's Annual Incentive Bonus Plan.
10
<PAGE> 14
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE VALUE AT
NUMBER OF TOTAL OPTIONS ASSUMED ANNUAL RATES OF
SECURITIES GRANTED TO STOCK PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OPTION TERM (1)
OPTIONS IN FISCAL PRICE EXPIRATION -----------------------------
NAME GRANTED(#) YEAR (2) ($/SHARE) DATE 5%($) 10%($)
---- ---------- ------------- --------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael Feuer............. 400,000(3) 10.4% $ 7.5625 8/31/09 $1,902,406 $4,821,071
Jeffrey L. Rutherford..... 175,000(3) 4.6% $ 7.5625 8/31/09 $ 832,303 $2,109,219
Edward L. Cornell......... 75,000(3) 2.0% $ 7.5625 8/31/09 $ 356,701 $ 903,951
Robert S. Islinger........ 75,000(4) 3.9% $ 8.6875 3/3/09 $ 409,764 $1,038,423
75,000(3) $ 7.5625 8/31/09 $ 356,701 $ 903,951
Harold L. Mulet........... 100,000(3) 5.2% $10.1875 5/10/09 $ 640,686 $1,623,625
100,000(3) $ 7.5625 8/31/09 $ 475,602 $1,205,268
</TABLE>
- ---------------
(1) The dollar amounts under these columns are the result of the calculations at
the 5% and 10% rates set by the SEC and therefore are not intended to
forecast possible future appreciation, if any, of our stock price.
(2) Based on approximately 3.85 million options granted to all employees during
the fiscal year ended January 22, 2000.
(3) These options vest 50% on the second anniversary of the date of grant plus
an additional 25% on each of the third and fourth anniversaries of the date
of grant. The options are transferable to members of the executive's family,
to a trust or trusts for the benefit of members of the executive's family or
to a partnership or partnerships of members of the executive's family.
(4) These options vest 25% per year beginning on March 3, 2001.
AGGREGATED OPTION EXERCISES DURING FISCAL 1999
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES JANUARY 22, 2000 JANUARY 22, 2000(1)
ACQUIRED ------------------- -------------------
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- -------- -------- ------------------- -------------------
<S> <C> <C> <C> <C>
Michael Feuer....................... -- -- 1,482,916/1,400,000 $ 0/$0
Jeffrey L. Rutherford............... -- -- 50,000/475,000 $ 0/$0
Edward L. Cornell................... -- -- 225,463/357,167 $313,460/$0
Robert S. Islinger.................. -- -- 0/150,000 $ 0/$0
Harold L. Mulet..................... -- -- 0/200,000 $ 0/$0
</TABLE>
- ---------------
(1) The value of unexercised in-the-money options is based on the difference
between the fair market value of the our common shares on January 22, 2000
($6.625), and the option exercise price.
EMPLOYMENT AGREEMENT WITH MICHAEL FEUER
OfficeMax and Mr. Feuer executed an Amended and Restated Employment
Agreement on January 3, 2000 (the "Employment Agreement"). There was no change
to the length of the Employment Agreement or Mr. Feuer's base salary (which has
not been increased since 1997). The Employment Agreement provides for the
employment of Mr. Feuer on a rolling five-year "evergreen" basis. Mr. Feuer's
current salary is $950,000 per year and is subject to increase at the discretion
of the Compensation Committee.
11
<PAGE> 15
If Mr. Feuer's employment is terminated for any reason (other than for
"cause" or death), Mr. Feuer is entitled to payment of his base salary and bonus
amounts equal to the highest bonus compensation paid or payable to him in
respect of the three fiscal years immediately preceding the fiscal year during
which such termination occurred, plus continuation of all other rights and
benefits for the remainder of the term. The Employment Agreement also provides
for the payment of a "gross-up" payment with respect to excise taxes on the
foregoing payments. "Cause" is defined as fraud, commission of a felony or act
that results in material injury to the business reputation of OfficeMax, willful
and repeated failure to perform duties under the Employment Agreement, or
material breach of the agreement.
In the event of a material change in Mr. Feuer's position, duties or
reporting relationship or a "change in control" of OfficeMax, Mr. Feuer is
entitled to terminate the agreement and to treat the termination as a
termination by OfficeMax without cause. "Change in control," as defined in the
Employment Agreement, may occur when any person or group of commonly controlled
persons controls 30% or more of OfficeMax or any transaction results in a change
in ownership of 30% or more of the outstanding common shares or a sale or
disposition of all, or substantially all, of our assets.
The Employment Agreement also contains provisions prohibiting Mr. Feuer
from competing with OfficeMax, soliciting or hiring our officers or disclosing
confidential information of OfficeMax during the term of the agreement,
including any periods during which he is not providing services but is receiving
salary and bonus payments under the agreement.
SEVERANCE AGREEMENTS WITH OTHER KEY EXECUTIVES
To ensure continuity and the continued dedication of key executives during
any period of uncertainty caused by the possible threat of a takeover, we have
entered into severance agreements with certain key executives, including each of
the executive officers named in the Summary Compensation Table (other than Mr.
Feuer). In the event there is a Change in Control (as that term is defined in
the agreements) of OfficeMax and the employment of the executive terminates
under certain conditions described in the agreements at any time during the 24
months following the Change in Control, the executive will continue to receive
the executive's monthly base pay for an agreed upon amount of time. Each
agreement also contains a covenant by the executive not to compete with
OfficeMax for 12 months following termination of employment. If an executive
violates the covenant not to compete, the executive is no longer entitled to
receive the monthly severance payments described below.
For Messrs. Rutherford and Mulet, the severance agreements provide that
upon termination of employment by OfficeMax (other than for Cause or Disability
(as such terms are defined in the agreements)) or by the executives for Good
Reason (as defined in the agreements), they will continue to receive their
monthly base salary as of such date for (i) 24 months if such termination occurs
within 24 months following a Change in Control or (ii) 12 months if such
termination does not occur within 24 months of a Change in Control.
For Messrs. Cornell and Islinger, the severance agreements provide that
upon termination of employment by OfficeMax (other than for Cause or Disability)
or by the executives for Good Reason within 24 months following a Change in
Control, they will continue to receive their monthly base salary as of such date
for 12 months.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In fiscal 1999, we provided two collateralized loans to Harold Mulet,
Executive Vice President, Retail Sales and Store Productivity: (i) a $90,000
loan to facilitate Mr. Mulet's relocation to Cleveland; and (ii) a $100,000 loan
in connection with his acquisition of 19,000 common shares of OfficeMax.
Interest is charged on the loans at the federal short-term interest rate
published by the Internal Revenue Service. As of May 15, 2000, the outstanding
principal amount of the loans was $60,000 and $100,000, respectively.
12
<PAGE> 16
SHAREHOLDER PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total return on
our common shares with the cumulative total return of the Standard & Poor's
Composite--500 Stock Index and an index based on a "line of business" peer group
of companies consisting of Office Depot, Inc. and Staples, Inc. The graph
assumes in each case an initial investment of $100 on January 20, 1995, with the
peer group investment weighted on the basis of market capitalization at January
20, 1995.
<TABLE>
<CAPTION>
OFFICEMAX, INC. PEER GROUP S&P 500
--------------- ---------- -------
<S> <C> <C> <C>
Jan-95 100.00 100.00 100.00
Jan-96 133.00 99.00 133.00
Jan-97 108.00 117.00 168.00
Jan-98 127.00 131.00 214.00
Jan-99 95.00 273.00 278.00
Jan-00 59.00 210.00 331.00
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our executive
officers and directors to file reports of beneficial ownership and changes in
beneficial ownership with the SEC and the New York Stock Exchange. We believe
that during fiscal 1999, our executive officers and directors complied with the
applicable Section 16(a) reporting requirements. This conclusion is based solely
on a review of filings with the SEC and certain written representations received
by us from our executive officers and directors.
OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING
As of the date of this proxy statement, we know of no business that will be
presented for consideration at the annual meeting other than the items referred
to above. If any other matter is properly brought before the meeting for action
by shareholders, proxies in the enclosed proxy card returned to us will be voted
in accordance with the recommendation of the board of directors or, in the
absence of such a recommendation, in accordance with the judgment of the proxy.
13
<PAGE> 17
ADDITIONAL INFORMATION
ADVANCE NOTICE PROCEDURES AND SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
Under our code of regulations, no business may be brought before an annual
meeting unless it is specified in the notice of the meeting (which includes
shareholder proposals that we may be required to include in our proxy statement
pursuant to Rule 14a-8 under the Securities Exchange Act of 1934) or is
otherwise brought before the meeting by or at the direction of the board of
directors or by a shareholder entitled to vote who has delivered notice to us
(containing certain information specified in our code of regulations) not less
than 60 or more than 90 days prior to the anniversary date of the preceding
year's annual meeting. These requirements are separate from and in addition to
the SEC's requirements that a shareholder must meet in order to have a
shareholder proposal included in our proxy statement.
Shareholder proposals must be received at our headquarters, 3605
Warrensville Center Road, Shaker Heights, Ohio 44122, Attention: Senior Vice
President, General Counsel and Secretary, on or before January 26, 2001 in order
to be included in the proxy materials relating to the 2001 Annual Meeting of
Shareholders. In addition, if we are not provided with written notice of a
shareholder proposal on or before April 11, 2001, proxies solicited by the board
of directors for the 2001 Annual Meeting of Shareholders may confer
discretionary authority to vote on the shareholder proposal if presented at that
annual meeting. In order to prevent any question as to the date on which a
proposal was received by us, it is suggested that proposals be submitted by
certified mail, return receipt requested.
INDEPENDENT ACCOUNTANTS
Representatives of PricewaterhouseCoopers LLP, our current independent
accountants, are expected to be present at the meeting with the opportunity to
make a statement about our financial condition, if they desire to do so, and to
respond to appropriate questions from shareholders.
EXPENSE AND METHOD OF PROXY SOLICITATION
The solicitation of proxies is made by and on our behalf. We have retained
Corporate Investor Communications, Inc. ("CIC") at an estimated cost of $5,500,
plus reimbursement of expenses, to assist in the solicitation of proxies from
brokers, nominees, institutions and individuals. In addition to solicitation by
mail, CIC and our regular employees may solicit proxies by telephone, or by
facsimile. Proxies may be solicited by directors, officers and employees of
OfficeMax without additional compensation. We will, upon request, reimburse
brokerage firms and others for their reasonable expenses in forwarding
solicitation materials to the beneficial owners of shares.
ANNUAL REPORT ON FORM 10-K
WE WILL PROVIDE TO EACH SHAREHOLDER WHO IS SOLICITED TO VOTE AT THE 2000
ANNUAL MEETING OF SHAREHOLDERS, UPON THE WRITTEN REQUEST OF SUCH PERSON AND
WITHOUT CHARGE, A COPY OF OUR 1999 ANNUAL REPORT ON FORM 10-K. PLEASE DIRECT
REQUESTS TO US AT OFFICEMAX, INC., P.O. BOX 228070, CLEVELAND, OHIO 44122-8070,
ATTENTION: VICE PRESIDENT, INVESTOR RELATIONS & CORPORATE COMMUNICATIONS. Our
1999 Annual Report on Form 10-K is also available on the Internet at
www.officemax.com or at a wide variety of other free and easily accessible
Internet sites.
By Order of the Board of Directors,
/s/ Ross H. Pollock
Ross H. Pollock
Secretary
May 25, 2000
14
<PAGE> 18
OFFICEMAX, INC.
P SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R ANNUAL MEETING OF SHAREHOLDERS - JUNE 23, 2000 - 9:00 A.M.
O POWERMAX DISTRIBUTION FACILITY, HUMBOLDT INDUSTRIAL PARKWAY
X 69 GREEN MOUNTAIN ROAD
Y HAZLETON, PENNSYLVANIA
Your shares will be voted as recommended by the Board of Directors
unless you indicate otherwise in which case they will be voted as
marked. The undersigned hereby appoints MICHAEL FEUER, ROSS POLLOCK
AND MICHAEL WEISBARTH as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse side hereof, all the Common Shares of
OfficeMax, Inc. held by the undersigned on May 23, 2000, at the Annual
Meeting of Shareholders to be held on June 23, 2000, or any
adjournment or postponement.
CHANGE OF ADDRESS:
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
OFFICEMAX, INC.
ANNUAL MEETING OF SHAREHOLDERS
June 23, 2000 at 9:00 a.m.
POWERMAX DISTRIBUTION FACILITY
HUMBOLDT INDUSTRIAL PARKWAY
69 GREEN MOUNTAIN ROAD
HAZLETON, PENNSYLVANIA
[MAP]
Take Interstate 81 to Exit 40, Route 924 South. Go 3.5 miles to Oakridge Road
and turn left; turn at first right, Green Mountain Road. POWERMAX is on the
right at 69 GREEN MOUNTAIN ROAD.
<PAGE> 19
[X] Please mark your
votes as in this
example.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 1.
- --------------------------------------------------------------------------------
FOR WITHHELD
1.Election of [ ] [ ] Nominees: 01 B.W. Donoho, 02 J.F. McCann,
Directors 03 S.L. Miller, 04 I.J. Winfield
For, except vote withheld from the following nominee(s):
----------------------
Check box for change of address [ ]
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. Joint
owners must each sign. When signing as attorney,
executor, administrator, trustee or guardian, please
give full title as such.
---------------------------------------------
---------------------------------------------
SIGNATURE(S) DATE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
OfficeMax encourages you to take advantage of two new cost-effective and
convenient ways to vote your shares.
You may now vote your proxy 24 hours a day, 7 days a week, either over the
Internet or using a touch-tone telephone. Your Internet or telephone vote must
be received by 12:00 midnight New York time on June 22, 2000. Your Internet or
telephone vote authorizes the Proxies named on the above proxy card to vote your
shares in the same manner as if you marked, signed and returned your proxy card.
VOTE BY INTERNET: POINT YOUR BROWSER TO THE WEB ADDRESS:
http://www.eproxyvote.com/omx
Click on the "PROXY VOTING" icon. You will be
asked to enter the Voter Control Number located in
the box just below the perforation on the proxy
card. Then follow the instructions.
OR
VOTE BY PHONE: ON A TOUCH-TONE TELEPHONE, DIAL 1-877-779-8683 FROM
THE U.S. AND CANADA OR DIAL 001-1-201-536-8073 FROM OTHER
COUNTRIES. You will be asked to enter the Voter Control
Number located in the box just below the perforation on
the proxy card. Then follow the instructions.
OR
VOTE BY MAIL: Mark, sign and date your proxy card and return it in the
envelop provided. If you are voting by the Internet or
telephone, please do not mail your proxy card.
