NEW YORK, May 10, 2021 /PRNewswire/ -- Starboard Value LP
(together with its affiliates, "Starboard"), one of the largest
stockholders of Box, Inc. ("Box" or the "Company") (NYSE: BOX),
with an ownership interest of approximately 8% of the Company's
outstanding shares, today announced in an open letter to Box
stockholders that it has nominated a slate of highly qualified
director candidates for election to Box's Board of Directors at the
Company's 2021 Annual Meeting of
Stockholders.
The full text of Starboard's open letter to Box stockholders
follows and can also be viewed at the following link:
https://www.starboardvalue.com/wp-content/uploads/Starboard_Value_LP_Nomination_Letter_to_BOX_Stockholders_05.10.2021.pdf
A LETTER TO THE STOCKHOLDERS OF BOX,
INC.
May 10, 2021
Dear Fellow Stockholders,
Starboard Value LP (together with its affiliates, "Starboard" or
"we") currently owns approximately 8.0% of the outstanding common
stock of Box, Inc. ("Box" or the "Company"), making us one of the
Company's largest stockholders. We have been stockholders for over
two years, and our interests are directly aligned with yours. Our
goal is to help drive significant value creation for the benefit of
all Box stockholders following years of substantial
underperformance.
Starboard has a long and successful history of investing in
underperforming companies in the technology sector and helping
these companies to drive significant operational, financial, and
strategic improvements. We originally invested in Box due to the
Company's strong market position as the best-of-breed solution in
cloud content management, as well as its significant valuation
discount to peers due to years of missed expectations, poor
results, and generally poor governance. Our investment thesis
focused on a clear opportunity to drive profitable growth, improved
capital allocation, and enhanced governance in order to address the
significant valuation gap between Box and its closest peers.
Unfortunately, despite repeated promises by management and the
Board to address these issues over the past two years and to create
shareholder value, performance has not sufficiently improved and
Box is still deeply undervalued versus its peers. In fact,
the valuation gap has further widened during this time.
We believe opportunities for improvement still exist today, and
our goal is to work with Box to help the Company finally deliver on
its promises. As we stated in our May
3rd letter to stockholders, we have been
privately communicating with the Board and management team for the
past two years, during which time we have highlighted our concerns
and perspectives regarding a litany of issues and opportunities.
Despite our efforts to engage constructively, not enough progress
has been made to put Box on a better path. To make matters worse,
the Company has made several poor capital allocation decisions,
including its recent entry into a financing transaction that we
believe serves no business purpose and was done in the face of a
potential election contest with Starboard at the 2021 Annual
Meeting of Stockholders (the "Annual Meeting") in order to "buy the
vote" and dilute the voice of common stockholders. This transparent
act of entrenchment by the Board should not go unchecked and we
believe indicates a clear need for common stockholders to strongly
unite with a louder voice to protect the stockholders.
While last year we were pleased to reach agreement on the
appointment of two new independent director candidates, it is now
clear that those appointments have not created enough change. We
believe our continued involvement is critical to ensure that Box
has the appropriate oversight to help guide the Company through a
transformation to become a best-in-class software company.
Therefore, in accordance with the Company's governance deadlines
and in order to preserve our rights as stockholders, we have
delivered a formal notice to Box nominating four highly qualified
director candidates (the "Nominees") for election to the Board at
the Annual Meeting.
When evaluating potential director candidates, we looked to
craft a diverse slate of directors who have a set of skills and
backgrounds that, in the aggregate, provide expertise that we
believe will be additive to the Board. As you can see from our
Nominees' detailed biographies in the following pages, these
extremely impressive director candidates have backgrounds spanning
operations, finance, private equity, engineering, marketing,
mergers and acquisitions, restructuring, strategic transformation,
and public company governance.
As a group, our Nominees have substantial and highly successful
experience across the technology industry. Collectively, they
have decades of experience as CEOs, senior executives, board
chairs, and directors of well-performing technology companies. We
are confident you will find the slate of professionals we are
nominating to be incredibly well-qualified to serve as directors of
Box. Most importantly, this group of Nominees, if elected, is
prepared to serve the stockholders of Box and ensure that the
interests of all stockholders are of paramount importance.
As we stated in our prior letter, we have attempted to engage
with the Board constructively and in good faith, in hopes of
reaching an acceptable outcome so that we can work together to
represent the best interests of all stockholders. While the Board
has thus far refused our attempts to work together, we remain
open-minded about reaching a mutually agreeable solution with Box
and will continue our dialogue with the Company.
Our goal is to represent the best interests of all stockholders,
and we believe that our Nominees have the experience and track
record to drive the much needed oversight and accountability at Box
that will put the Company on a path to significant long-term value
creation. Over the coming weeks and months, we intend to share our
detailed views on, and plans for, Box, and we look forward to
engaging with you as we approach the Annual Meeting.
Thank you for your consideration and support.
Respectfully,
Peter A. Feld
Managing Member
Starboard Value LP
Biographies of Starboard's Nominees (in alphabetical
order):
Deborah S. Conrad
- Ms. Conrad previously served as Corporate Vice President and
Chief Marketing Officer at Intel Corporation. Ms. Conrad had an
extensive career spanning 27 years at Intel, where she held senior
positions of increasing responsibility across multiple areas,
including marketing, communications, brand management, and business
development.
- Ms. Conrad currently serves as the Interim Chief Marketing
Officer at NovaSignal, a medical technology company, as an
Executive Advisory Board Member for BioIQ, a healthcare technology
company, and as a Strategic Advisor at Grand Rounds, a healthcare
technology company.
- Ms. Conrad also has extensive private board experience, having
previously served on the Board of Directors of the Intel
Foundation, a private corporate foundation established by Intel,
and Samasource (n/k/a Sama), a data production company for
artificial intelligence and machine learning, among others.
Peter A. Feld
- Mr. Feld is a Managing Member and Head of Research at Starboard
Value LP. Prior to founding Starboard, he was a Managing Director
at Ramius and a Portfolio Manager at Ramius Value and Opportunity
Master Fund Ltd.
- Mr. Feld currently serves as Chair of GCP Applied Technologies
and a director of NortonLifeLock and Magellan Health.
- Mr. Feld previously served as a director of AECOM, Marvell
Technology, Brink's, Insperity, Darden Restaurants, and
Integrated Device Technology, among others.
John R. McCormack
- Mr. McCormack previously served as CEO of Websense, both while
it was publicly traded and following a take-private transaction by
Vista Equity, and led the company through a successful sale to
Raytheon.
- Mr. McCormack previously served as the Chair and CEO of
AppRiver and as the Chair and Interim CEO of Fidelis
Cybersecurity.
- Mr. McCormack currently serves as a director of Ping Identity
and a director of Forcepoint, a privately held company. He is also
an Operating Partner at TELEO Capital Management.
Xavier D. Williams
- Mr. Williams currently serves as CEO and a director of American
Virtual Cloud Technologies, a leading publicly traded cloud
communications and information technology services provider.
- Mr. Williams previously had an extensive career spanning almost
30 years at AT&T, culminating in his role as President of
AT&T's Public Sector & First Net.
- At AT&T, he served in various capacities and positions of
increasing responsibility, across multiple areas, including
finance, product management, strategy, sales, human resources,
global operations and customer service, including previous
roles as President of Business Operations, President of Global
Public Sector & Wholesale Markets, and President of Government
Solutions & National Business, among others.
About Starboard Value LP
Starboard Value LP is a
New York-based investment adviser
with a focused and fundamental approach to investing in publicly
traded U.S. companies. Starboard seeks to invest in deeply
undervalued companies and actively engage with management teams and
boards of directors to identify and execute on opportunities to
unlock value for the benefit of all shareholders.
Investor contacts:
Peter
Feld, (212) 201-4878
Gavin Molinelli, (212) 201-4828
www.starboardvalue.com
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Starboard Value LP, together with the other participants named
herein (collectively, "Starboard"), intends to file a preliminary
proxy statement and accompanying WHITE proxy card with the
Securities and Exchange Commission ("SEC") to be used to solicit
votes for the election of a slate of highly-qualified director
nominees at the 2021 annual meeting of stockholders of Box, Inc., a
Delaware corporation (the
"Company").
STARBOARD STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO
READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH
PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB
SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS
PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT
WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES
SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be
Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O
Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"),
Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard
Value and Opportunity Master Fund L LP ("Starboard L Master"),
Starboard Value L LP ("Starboard L GP"), Starboard Value R LP
("Starboard R LP"), Starboard Value R GP LLC ("Starboard R GP"),
Starboard X Master Fund Ltd ("Starboard X Master"), Starboard Value
LP, Starboard Value GP LLC ("Starboard Value GP"), Starboard
Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC
("Principal GP"), Jeffrey C. Smith,
Peter A. Feld, Deborah S. Conrad, John
R. McCormack and Xavier D.
Williams.
As of the date hereof, Starboard V&O Fund beneficially owns
directly 6,872,443 shares of Class A Common Stock, par value
$0.0001 per share, of the Company
(the "Common Stock"). As of the date hereof, Starboard S LLC
directly owns 1,275,334 shares of Common Stock. As of the date
hereof, Starboard C LP directly owns 746,496 shares of Common
Stock. As of the date hereof, Starboard L Master directly owns
652,637 shares of Common Stock. Starboard L GP, as the general
partner of Starboard L Master, may be deemed the beneficial owner
of the 652,637 shares of Common Stock owned by Starboard L Master.
Starboard R LP, as the general partner of Starboard C LP, may be
deemed the beneficial owner of the 746,496 shares of Common Stock
owned by Starboard C LP. Starboard R GP, as the general partner of
Starboard R LP and Starboard L GP, may be deemed the beneficial
owner of an aggregate of 1,399,133 shares of Common Stock owned by
Starboard C LP and Starboard L Master. As of the date hereof,
Starboard X Master directly owns 1,336,220 shares of Common Stock.
As of the date hereof, 2,130,533 of Common Stock were held in an
account managed by Starboard Value LP (the "Starboard Value LP
Account"). Starboard Value LP, as the investment manager of each of
Starboard V&O Fund, Starboard C LP, Starboard L Master and
Starboard X Master and the Starboard Value LP Account and the
manager of Starboard S LLC, may be deemed the beneficial owner of
an aggregate of 13,013,663 shares of Common Stock directly owned by
Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard
L Master, Starboard X Master and held in the Starboard Value LP
Account. Each of Starboard Value GP, as the general partner of
Starboard Value LP, Principal Co, as a member of Starboard Value
GP, Principal GP, as the general partner of Principal Co and
Messrs. Smith and Feld, as members of Principal GP and as members
of each of the Management Committee of Starboard Value GP and the
Management Committee of Principal GP, may be deemed the beneficial
owner of 13,013,663 shares of Common Stock directly owned by
Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard
L Master, Starboard X Master and held in the Starboard Value LP
Account. As of the date hereof, Messrs. McCormack and Williams and
Ms. Conrad do not own any shares of Common Stock.
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SOURCE Starboard Value LP