Box Sets the Record Straight on Value Enhancing KKR-Led Investment

Box, Inc. (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”):

The Plaintiff has already agreed to voluntarily dismiss all claims set forth in the Lawsuit. 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 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.

Value Enhancing KKR-Led Investment

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 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. 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 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.

Significantly Refreshed and Independent Board Overseeing Successful Progress

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. 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.

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. 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 company has also made substantial corporate governance changes including separating the Chair and CEO roles by naming Ms. Mayer as the independent Chair of the Board and Chair of the Compensation Committee. Mr. Lazar was also appointed as Chair of the Audit Committee. Additionally, the addition of John Park, KKR’s Head of Americas Technology Private Equity, to the Board allows the company and stockholders to benefit from his proven track record of driving growth, and his substantial experience in advising and supporting software and other technology companies with a focus on the cloud.