Benzinga | Jun 21, 2021 08:05AM EDT

Starboard Files Prelim. Proxy Materials For Box Annual Meeting; Sees Significant Value Being Created With Proper Board Overwight, Says Remains Committed To Investment In Co., Does Not Intend To Tender Any Shares Into Self Tender

Highlights Box's Subpar Performance, Poor Compensation and Governance Practices, and Recent Stockholder-Unfriendly Actions

Believes Significant Value Can Be Created for the Benefit of All Stockholders with Proper Board Oversight Including Direct Representation of Common Stockholders

Remains Committed to Investment in Box and Does NOT Intend to Tender ANY Shares into the Self-Tender Previously Announced by Box

Open to Reaching Mutually Agreeable Solution but Has Been Disappointed by the Company's Refusal to Meaningfully Engage

NEW YORK, June 21, 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 8.0% of the Company's outstanding shares, today announced that it has filed preliminary proxy materials with the SEC regarding the election of directors to the Box Board of Directors (the "Board") at the upcoming 2021 Annual Meeting of Stockholders.

In the preliminary proxy materials, Starboard stated its belief that Box has demonstrated subpar performance, has poor compensation and governance practices, and has recently taken stockholder-unfriendly actions clearly designed to entrench the Board and preserve the status quo in the midst of a potential election contest with Starboard. Starboard also expressed its view that Box is deeply undervalued, with significant opportunities to create value for the benefit of all stockholders.

Peter Feld, Managing Member of Starboard, stated, "We have been one of Box's largest stockholders for more than two years, and our sole focus during this time has been to help improve the Company's performance and create long-term value for stockholders. Although some progress has been made in areas where we have repeatedly pushed the Company to improve, Box remains a laggard in the industry, has dramatically underperformed its peer group, and trades at one of the lowest valuation multiples in the software sector. Combining these factors with the recently announced financing transactions and self-tender, which we believe were done largely to entrench the Board and preserve the status quo in the face of pressure from us, leads us to believe that further change is needed on the Board, including direct representation of common stockholders. We believe our slate of highly qualified nominees possesses the right mix of skill sets and the requisite independence to ensure that the Board takes the right steps to enhance stockholder value and provide renewed accountability to stockholders. Based on our view that significant value can be realized at Box with proper governance and oversight, we do not intend to tender any shares into the Company's ongoing self-tender.

We remain open to working with the Company to find a resolution that is in the best interests of stockholders, but we have been disappointed by the Board's refusal to meaningfully engage with us. Starboard has a long track record of investing in and serving directly on the boards of our portfolio companies, and we look forward to continuing to engage with our fellow stockholders and sharing more details over the coming weeks and months."