Office Depot Inc. approved an anti-takeover defense about sixweeks after activist investor Starboard Value LP became its largestshareholder and started pushing for changes.

The second-largest U.S. office-supply chain passed a shareholderrights plan that would give its investors additional shares if oneentity surpasses 15 percent ownership, according to a statementtoday. Starboard owned 14.8 percent of the Boca Raton,Florida-based retailer as of Oct. 12.

The so-called poison pill is designed to protect allstockholders “against potential acquirers who may seek to takeadvantage of the company and its stockholders through coercive andunfair tactics aimed at gaining control of the company withoutpaying all stockholders a full and fair price,” according to thestatement.

Starboard Chief Executive Officer Jeffrey Smith wrote in aletter to Office Depot CEO Neil Austrian on Sept. 17 that theretailer's “poor operating performance” has hurt the shares. OfficeDepot should move to smaller stores and reduce the number of itemsit sells, he said. The chain also should cut general expenses and“significantly” lower advertising costs, Smith said.

The retailer, which has about 1,680 locations worldwide, hasposted four straight years of falling sales and a net loss of $57.4million last quarter. Office Depot, Staples Inc. and OfficeMax Inc.are facing more competition from online retailers such asAmazon.com Inc. while selling fewer traditional supplies as moreworkers use computers, tablets and smartphones.

Office Depot had gained 11 percent this year through Oct. 26,the last day of trading before markets closed as a result ofHurricane Sandy.

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