Box said it is committed to having a dialogue with shareholders, including Starboard.
DreamstimeBox shares are trading higher following a Reuters report that Starboard Value may launch a proxy fight for three board seats unless the cloud data-storage company takes steps to boost shareholder value. Adding three more seats would give the activist investment firm effective control of the Box board.
This wouldn’t be the first time that Starboard has challenged the Box board. In March 2020, Box agreed to name three new independent directors, replacing three previous members, in return for a one-year standstill agreement. At the time of the agreement, Box added former GoPro CFO Jack Lazar to the board, and later added former Ixia CEO Bethany Mayer and former Autodesk CEO Carl Bass. There are currently nine board members.
Starboard owns 7.9% of Box, a recent filing with the Securities and Exchange Commission shows.
The Reuters story notes that three board seats up for election this year, including the seat held by CEO and founder Aaron Levie. Filings show that the other seats up for election are held by former VeriSign CFO Dana Evan and McAfee CEO Peter Leav.
According to a 2020 SEC filing, the standstill agreement between Box and Starboard expires on the earlier of 100 days before the first anniversary of the company’s 2020 annual meeting, which implies April 6, or 15 days before the deadline for submissions of board nominees for the 2021 annual meeting.
Box said it continues to talk with Starboard and other shareholders.
“Box is committed to maintaining an active and engaged dialogue with all of our stockholders, including Starboard,” the company said in a statement issued to Barron’s. “Last year we worked constructively with Starboard on an agreement, including adding three new independent board members, and today the Board of Directors and management team remains focused on driving stockholder value.”
Starboard didn’t immediately respond to a request for comment.
Box shares were up 6.6%, to $18.78 on Tuesday afternoon.
Write to Eric J. Savitz at eric.savitz@barrons.com
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February 24, 2021 at 02:53AM
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Box Shares Rally on Report Starboard May Seek Three More Board Seats - Barron's
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