Starboard Issues Statement in Response to Recent Materials Published by Box
Starboard Value LP, a major stockholder of Box (NYSE: BOX) with 8.6% ownership, has issued a statement advocating for significant changes at Box. They emphasize the need for enhanced accountability, better governance practices, and stockholder representation on the Board. Starboard criticized Box's recent investor communications, claiming they contain falsehoods and fail to address serious governance issues, particularly regarding KKR's financing involvement. The firm intends to nominate new directors to improve oversight and value creation, urging stockholders to support their slate of nominees.
- Starboard holds an 8.6% stake in Box, indicating considerable influence.
- Starboard aims to enhance governance and accountability in Box, which could lead to long-term value creation.
- Box's recent tactics are criticized as an attempt to maintain the status quo despite poor long-term performance.
- Starboard highlights Box's failure to adequately address serious compensation and governance issues.
NEW YORK, Aug. 17, 2021 /PRNewswire/ -- Starboard Value LP (together with its affiliates, "Starboard" or "we"), one of the largest stockholders of Box, Inc. ("Box" or the "Company") (NYSE: BOX), with an ownership stake of approximately
"Starboard has been consistent in its view that change is needed at Box to ensure improved accountability for delivering results, enhanced compensation and governance practices, and stockholder-friendly capital allocation policies, and we believe there is a severe need for direct representation for common stockholders on the Board of Directors (the "Board"). We have focused our campaign on the opportunities we see to create substantial long-term value at Box for our collective interests as owners of the Company.
We are disappointed, but unfortunately not surprised, by the Company's decision to resort to unfounded disparaging remarks in its latest attempt to maintain the status quo. We would note that when we have seen these kinds of desperate actions in the past, this type of rhetoric is typically driven by hired advisors and not generally from members of management or the Board. Unfortunately, this seems to be evidence of the Board once again abdicating its responsibility and/or showing a lack of sophistication.
We know our fellow stockholders are more sophisticated and understand the issues and merits of the situation. We would highlight that Box barely attempted to dispute our statements regarding the blatantly false and misleading claims included in the Company's investor presentation and, in fact, filed a revised version of one of its misleading and incorrect slides earlier today. We would also note that Box has still not addressed the clear and serious questions around the preferred equity financing and the Board's decision to allow KKR, a ~
The Company's tactics during this contest and its poor performance for years should only confirm that stockholders need representation on the Board. Despite Box asking stockholders to support the status quo due to one or two quarters of mild improvement in certain trends, we would point out that Box has had a long history of false starts only to disappoint again in future quarters. As RBC Capital Markets stated in its equity research report on August 12, 2021:
"Proxy fight seems like the most likely reason for the release of preliminary results. To recap, activist investor Starboard has nominated three new directors to the board to replace three Box directors (including CEO Aaron Levie on, at least, a temporary basis). We echo many of Starboard's concerns in our recent initiation, namely on execution, and believe Box could benefit from greater oversight and board leadership."
We remain open to working with Box, and, if elected, our nominees remain committed to constructively engaging with management and the Board to create long-term value for the benefit of all stockholders. Do not be fooled by the Company's rhetoric, our interests are completely aligned with yours.
We appreciate the support received from our fellow stockholders to date and urge all stockholders to vote FOR Starboard's slate of director nominees on the WHITE proxy card today."
About Starboard Value LP
Starboard Value LP is a New York-based investment adviser with a focused and differentiated fundamental approach to investing primarily 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:
box@starboardvalue.com
www.starboardvalue.com
Okapi Partners
Bruce H. Goldfarb/Patrick McHugh
(855) 208-8901
View original content:https://www.prnewswire.com/news-releases/starboard-issues-statement-in-response-to-recent-materials-published-by-box-301357291.html
SOURCE Starboard Value LP
FAQ
What is Starboard's ownership stake in Box?
What changes is Starboard advocating for at Box?
What are the main criticisms Starboard has of Box?
When did Starboard issue its statement regarding Box?
What is the significance of KKR's involvement with Box?
