Starboard Value, an activist investor, has nominated a minority slate for Box Inc.’s board of directors, pitting its nominees against Chief Executive Officer Aaron Levie and two other directors up for re-election this year.
In a letter to the software company’s shareholders, Starboard stated that it has proposed four directors for the three seats to be voted on. The additional nominee will provide Starboard with some wiggle room if Box increases the number of seats up for grabs before the annual general meeting.
Starboard, which owns about 8% of Box, stated in its most recent letter that it invested in the company two years ago because there was a clear opportunity to drive profitability, improve capital allocation, and improve governance in order to close the valuation gap Box trades at relative to its peers. The New York-based hedge fund claims that despite repeated promises from management and the board, the company’s performance has not improved sufficiently since then.
According to its website, Box is a cloud content management and file sharing service for businesses based in Redwood City, California. Among its clients are AstraZeneca Plc, General Electric Co., and Morgan Stanley.
Starboard has a history of wanting the CEOs of the companies in which it invests to serve on their boards. If Levie, the company’s co-founder, is voted off the board, Starboard may seek to expand it in order to create a seat for Box’s CEO. Dana Evan, who has been on the board since 2011, and Peter Leav, who joined in 2019, are the other Box directors up for re-election, in addition to Levie.
Evan is a former Verisign Inc. CFO and has served on the boards of Proofpoint Inc. and Domo Inc., among other technology companies. Leav, the CEO of McAfee Inc., is also a member of the company’s board of directors. He was previously the CEO of BMC Software Inc. and Polycom Inc., as well as a member of the Proofpoint board of directors.
Box said in a statement on Monday that Starboard misrepresented the company’s progress toward delivering profitable growth and improving corporate governance. Among these efforts are the separation of the chairman and CEO roles, as well as the appointment of six new directors since 2018 with “significant public experience serving as directors and C-suite executives of multi-billion dollar publicly traded” software as a service companies.
The company stated that it will continue to work with Starboard but does not believe that additional board changes are required. It stated that it was on track to achieve revenue growth of up to 16% by 2024 and operating margins of up to 27% during the same time period.
Feld, who has served on the boards of several technology companies, former Intel Corp. Chief Marketing Officer Deborah Conrad, former AT&T Inc. executive Xavier Williams, and John McCormack, who was CEO of Websense and other tech firms, are among the nominees for Starboard. The nominees have extensive experience in the technology industry and will work to ensure that the interests of all shareholders are “of the utmost importance,” according to Feld.
The activist investor stated last week that it intended to nominate directors but did not elaborate. The move comes one year after Starboard reached an agreement with the company that resulted in the appointment of three new directors. Starboard believes that more oversight is required right now.
Starboard expressed particular concern about two recent financing transactions that it believes were unnecessary, most recently in April when Box agreed to issue $500 million in convertible shares to KKR & Co. in exchange for a board seat. Box has stated that the proceeds of the transaction will be used to repurchase common stock. The securities issued represent more than 10% of Box’s outstanding shares and obligate KKR to vote in accordance with any board recommendations.
Feld stated in the new letter that the transaction serves no business purpose and was done to “buy the vote” and dilute the voice of common shareholders in the face of a potential proxy fight with Starboard.
Box announced last week that the deal with KKR was the result of a strategic review overseen by a board committee, including the directors Starboard supported in 2020, and that shareholders will be able to choose whether to sell down their stakes or participate in any upside potential with the private equity firm as a committed partner.