Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on January 25, 2021, The ODP Corporation ("ODP" or the "Company") entered into a Cooperation Agreement (the "Agreement") with HG Vora Capital Management, LLC ("HG Vora"). On December 30, 2021, the Company and HG Vora entered into a First Amendment to the Agreement (the "Amendment"). Among other things, the Amendment:





     •    extends the term of the Agreement to the earlier of (i) the date that is
          14 days prior to the first date on which shareholders are permitted under
          the Company's bylaws to submit director nominations for the 2023 annual
          meeting of the shareholders of the Company (the "2023 Annual Meeting")
          and (ii) December 31, 2022, subject to an immediate termination of the
          Agreement if HG Vora (together with any affiliates of HG Vora) ceases to
          own at least 5% of the Company's then outstanding shares of common stock
          (the "Company Ownership Level Minimum");




     •    requires during the term of the Agreement that, except in the event HG
          Vora (together with any affiliates of HG Vora) ceases to satisfy the
          Company Ownership Level Minimum or HG Vora has materially breached the
          Agreement and failed to cure such breach within five business days of
          notice thereof, the Board of Directors of the Company (the "Board")
          nominate the HG Vora Designee (as defined below) for election as one of
          the directors of the Company at the 2022 annual meeting of the
          shareholders of the Company (the "2022 Annual Meeting") (as one of a
          total of not more than 10 candidates (or nine candidates following the
          effectiveness of the resignation of Francesca Ruiz de Luzuriaga from the
          Board or, if greater (to the extent the Board size is increased as
          permitted by the Agreement), the number of candidates equal to the size
          of the Board as of immediately prior to the 2022 Annual Meeting) for
          election to the Board at the 2022 Annual Meeting);




     •    prohibits any increase in the size of the Board to more than 10 directors
          (or nine directors following the effectiveness of the resignation of
          Francesca Ruiz de Luzuriaga from the Board) during the term of the
          Agreement, except (A) in the event HG Vora (together with any affiliates
          of HG Vora) ceases to satisfy the Company Ownership Level Minimum or HG
          Vora has materially breached the Agreement and failed to cure such breach
          within five business days of notice thereof, (B) prior to the
          consummation or abandonment of the previously announced spin-off of a
          business division of the Company, to the extent necessary or reasonably
          advisable (as determined in good faith by the Board) in connection with
          the implementation of such spin-off or (C) to the extent reasonably
          advisable (as determined in good faith by the Board) in connection with
          any bona fide settlement or cooperation agreement relating to any actual
          or threatened contested solicitation of proxies or consents to vote for
          the election of directors; and




     •    requires that Marcus B. Dunlop (the "HG Vora Designee") must offer to
          resign from the Board on December 31, 2022 or, if earlier, if (a) HG Vora
          (together with any affiliates of HG Vora) ceases to satisfy the Company
          Ownership Level Minimum, (b) HG Vora otherwise ceases to comply with or
          breaches any material provision of the Agreement or (c) HG Vora submits a
          notice of director nominations in connection with the 2023 Annual
          Meeting.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

As previously disclosed, on January 26, 2021, prior to his appointment to the Board, Mr. Dunlop executed and delivered to the Board an irrevocable resignation effective upon the earliest of (i) such time as HG Vora (together with any affiliates of HG Vora) ceases to satisfy the Company Ownership Level Minimum, (ii) such time as HG Vora otherwise ceases to comply with or breaches any material provision of the Agreement, (iii) such time as HG Vora submits a notice of director nominations in connection with the 2022 Annual Meeting and (iv) December 31, 2021 (the "Prior Irrevocable Resignation"). In connection with the execution of the Amendment, on December 30, 2021, Mr. Dunlop executed and submitted to the Board an irrevocable resignation effective upon the earliest of (i) such time as HG Vora (together with any affiliates of HG Vora) ceases to satisfy the Company Ownership Level Minimum, (ii) such time as HG Vora otherwise ceases to comply with or breaches any material provision of the Agreement, (iii) such time as HG Vora submits a notice of director nominations in connection with the 2023 Annual Meeting and (iv) December 31, 2022 (the "Irrevocable Resignation"). The Board agreed that, effective December 31, 2021, the Irrevocable Resignation superseded the Prior Irrevocable Resignation and the Prior Irrevocable Resignation became void and of no further force or effect.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.

In connection with the execution of the Amendment, on December 30, 2021, Mr. Dunlop executed and submitted to the Board the Irrevocable Resignation. The Board agreed that, effective December 31, 2021, the Irrevocable Resignation superseded the Prior Irrevocable Resignation and the Prior Irrevocable Resignation became void and of no further force or effect.

Other than the Agreement (as amended by the Amendment) and the Irrevocable Resignation, there are no arrangements or understandings between Mr. Dunlop and any other persons pursuant to which Mr. Dunlop was selected as a director. Further, other than the Agreement (as amended by the Amendment) and the Irrevocable Resignation, there are no transactions, arrangements or relationships between the Company or its subsidiaries, on the one hand, and Mr. Dunlop, on the other hand, which would require disclosure pursuant to Item 404(a) of Regulation S-K.





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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits:



Exhibit 10.1      First Amendment to the Cooperation Agreement, by and among HG
                Vora Capital Management, LLC and The ODP Corporation, dated
                December 30, 2021.

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




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