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Box BOD Highlights Changes Made to Drive Stockholder Value

Significant Operational and Financial Progress, Accelerated Growth Strategy and Governance Enhancements Over the Last Year and a Half
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The Box, Inc. (NYSE: BOX) Board of Directors today issued the following statement in response to the investor presentation and press release issued by Starboard Value LP (“Starboard”):

The Box of today is not the Box of 2019. Over the last year and a half, the Box Board and management team have taken meaningful actions to accelerate the company’s growth strategy, improve its operational and financial results, and enhance its governance. Box’s reconstituted, world-class Board – seven directors of whom have joined in the last three years – is overseeing the execution of the right strategy, placing Box in the strongest financial position in its history, and leading to total stockholder returns that have outperformed Box’s SaaS peer set1 in the past year.

The Box Board acknowledged that change was needed when Box previously settled with Starboard in March 2020. That change has happened and more efforts are underway. Since March 2020, the Board and management have taken concrete action to enhance stockholder value, including by:

  • Reshaping the Board: Box added four new directors, including two who were approved by Starboard. One of the Starboard approved directors, Bethany Mayer, serves as the independent Chair of the Board and Chair of the Compensation Committee, while the second Starboard-approved director, Jack Lazar, serves as Chair of the Audit Committee. In addition, the Box Board today includes executives with deep technology industry expertise, diverse skillsets, and proven track records driving disciplined growth, profitability, and stockholder value. Importantly, each director brings significant public company experience serving as directors and C-suite executives of multi-billion dollar publicly traded SaaS and enterprise software companies.
  • Forming the Operating Committee: The Operating Committee, which also includes two Starboard-approved directors, has been focused specifically on driving improved operating margin and reaccelerating revenue growth. The Board, Operating Committee and management team at Box are already executing a comprehensive strategy focused on growth and profitability that goes well beyond the suggestions in Starboard’s presentation. Following the March 2020 settlement, the Operating Committee comprehensively reviewed the operational efficiency of the business, and is overseeing a multi-quarter effort to streamline overlays, lower headcount expenses, expand into engineering outside of the U.S., shift investments to higher performing regions, move infrastructure to the public cloud, lower T&E expenses, and much more. To accelerate growth, the company has been actively implementing a number of strategic go-to-market initiatives, including optimizing pricing and packaging, improving sales segmentation and territory planning, driving revenue-focused marketing programs and pipeline generation, increasing sales enablement, doubling down its focus on key verticals such as Financial Services, Life Sciences, and Government, and expanding Box’s partner ecosystem.
  • Improving Operating and Financial Performance: Box is in the strongest financial position in its history, and the company’s progress has continued to be reflected in Box’s performance through the end of fiscal 2021 and into fiscal 2022. For the fiscal year ended January 31, 2021, Box achieved revenue growth rate plus free cash flow margins of over 26%, exceeding the company’s stated target of 25% and nearly doubling the results from fiscal year 2020. For the first quarter of fiscal 2022, the company also achieved revenue of $202 million, a 10% increase year-over-year, an acceleration from the 8% growth delivered in the prior quarter. Since the Starboard settlement in March 2020, Box has generated total stockholder returns of 106%2, outperforming its SaaS peer set.3
  • Executing Go-Forward Strategy Alongside a World Class Partner: The Board formed a Strategy Committee, which included two Starboard-approved directors, to lead a multi-month comprehensive review of strategic options that had been expressly desired by certain stockholders. Following this strategic review, the Board unanimously determined that the KKR-led investment and subsequent self-tender was the best path forward for Box stockholders. This outcome is a validation of Box’s strategy and the potential to create future value for all stockholders. KKR would not have made a significant investment in the company if it didn’t believe the stock price could appreciate well beyond the conversion price of $27 per share – an important endorsement for the sell-side and all Box investors. The company also benefits from the addition of John Park, Head of Americas Technology Private Equity at KKR, to the Board. Importantly, the self-tender provided the ability for stockholders to choose to either sell their stock at a 43% premium to the closing price on January 15, 2021, the last trading day prior to when the Board began its strategic review, or to continue as stockholders to participate in the upside potential alongside KKR as a long-term investor.
  • Enhancing Corporate Governance and Compensation Practices: In addition to appointing Starboard-approved directors as Board Chair and Chairs of the Audit and Compensation Committees, the Board has implemented additional governance enhancements and continues to evolve executive compensation practices. The Board separated the positions of Chair and Chief Executive Officer when it appointed Ms. Mayer to the position of Chair. Additional governance enhancements made include changing the vote required to elect directors from a plurality of votes cast to a majority of votes cast (with a carve-out to provide for a plurality voting standard in contested director elections); eliminating the supermajority voting requirements to amend the company’s bylaws; and approving the elimination of the supermajority vote requirement to amend certain provisions of the company’s charter, subject to stockholder approval. The Board is committed to reducing the compensation program’s equity burn rate and remains open to stockholder feedback regarding additional changes to ensure continued alignment with stockholders.

The Box Board is focused on executing and delivering value to stockholders. It is unanimous in its belief that the further changes to the Board now proposed by Starboard, replacing three highly qualified directors with its own nominees, are neither warranted nor in the best interests of all stockholders. The Board is committed to acting in the best interests of all stockholders and to maximizing stockholder value.

The Box Board of Directors unanimously recommends that stockholders vote the BLUE proxy card “FOR” ALL of Box’s three highly qualified directors standing for election – Dana Evan, Peter Leav and Aaron Levie – at the Annual Meeting, which will be held on September 9, 2021. Box stockholders of record at the close of business on July 12, 2021 are entitled to vote at the Annual Meeting.


Morgan Stanley & Co. LLC is serving as financial advisor to Box. Wilson Sonsini Goodrich & Rosati, P.C. and Sidley Austin LLP are serving as legal advisors to Box.

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