Of Box’s ten directors, seven were appointed in the last three years, including three in conjunction with an agreement with Starboard in March 2020 – Bethany Mayer, Jack Lazar, and Carl Bass. The Box Board is meaningfully refreshed, resulting in a dynamic boardroom where new and varied perspectives are welcome, and stockholders are at the forefront of decision making. The Board has significant public company experience serving as directors and C-suite executives of multi-billion dollar publicly traded SaaS and enterprise software companies. With an experienced, diverse, and independent Board, and a strategy that is already yielding results, Box is building on its leadership in cloud content management and driving the company’s next phase of growth. Significantly Refreshed and Independent Board Overseeing Successful Progress
The transaction provides the ability for stockholders to elect to either monetize their investment or participate in any upside potential with KKR as a committed partner that believes in the growth strategy that the Box Board and management team are executing. Following this review, the Strategy Committee unanimously recommended, and the full Board unanimously agreed, that the KKR-led transaction and a share repurchase through a “Dutch auction” self-tender is in the best interests of all stockholders. The Strategy Committee of the Box Board, including the three directors who were appointed in 2020 in conjunction with the agreement with Starboard, undertook a multi-month comprehensive review of a wide range of strategic options with the support of independent financial and legal advisors.
The KKR-led investment is about pursuing the best path forward for Box and its stockholders, irrespective of voting structure, and is a strong vote of confidence in Box’s position, strategy, and potential. The Box Board remains unified in its ongoing commitment to acting in the best interests of all stockholders, and to ensuring Box benefits from world-class corporate governance and oversight. Last week, the company chose to eliminate restrictions on the voting rights of the preferred stock, and KKR will be free to vote without restriction. The Plaintiff has already agreed to voluntarily dismiss all claims set forth in the Lawsuit. (NYSE: BOX) today issued the following statement to set the record straight in light of a letter from Starboard Value LP (“Starboard”) and a related complaint filed by Building Trades Pension Fund of Western Pennsylvania, the Plaintiff, in the Delaware Court of Chancery (the “Lawsuit”): REDWOOD CITY, Calif.-( BUSINESS WIRE)-Box, Inc.
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