Box Urges Stockholders to Support Its Superior Director Nominees at September 9th Annual Meeting

The Box, Inc. (NYSE: BOX) Board of Directors today issued the following statement reiterating to stockholders its recommendation to vote the BLUE proxy card “FOR ALL” three of Box’s highly qualified directors standing for election – Dana Evan, NACD’s 2019 Director of the Year, Peter Leav, CEO of McAfee, and Aaron Levie, a founder of Box and pioneer of the content cloud industry.

Over the past several months, the Box team has been delivering a clear message: The Box of today is not the Box of 2019. Your significantly refreshed Board and management team have made powerful changes to enhance the company’s corporate governance, accelerate its growth strategy and improve its operational and financial results.

As leading proxy advisory firm, Institutional Shareholder Services (“ISS”) outlined in its August 23, 2021 vote recommendation for Box’s BLUE proxy card, the significantly refreshed Board, which includes two Starboard-approved directors, has already made significant changes. Further changes to the composition of the Board are not warranted. Here’s why:

• The change agents are already on the Board. The Board is meaningfully refreshed – 70% of the directors have tenures of three years or less and 20% are Starboard-approved. The full Board has already taken significant steps to proactively enhance corporate governance, including the separation of Chair and CEO roles and the appointment of Starboard-approved directors as Chair of the Board and Chairs of Audit and Compensation Committees. The Board is holding management accountable and is committed to delivering on the promises we have made and driving the company’s next phase of corporate governance enhancements and long-term profitable growth and value creation.

• Box is operating at its strongest financial position in company history. Box’s most recent financial results demonstrate the company’s accelerating revenue growth and continued operating margin improvement. In the second quarter of fiscal year 2022, Box achieved RPO and net retention rate, both of which are leading growth indicators within SaaS, of $922.4 million (up 27% year-over-year) and 106% (up from 103% in the prior quarter), respectively.¹ Further, the company raised its fiscal year 2022 financial results guidance, which includes expected revenue growth + free cash flow margin guidance of at least 32%, and reaffirmed its commitment to achieving fiscal 2024 financial targets of 12% to 16% revenue growth, operating margins between 23% to 27% and revenue growth + free cash flow margin of at least 40%.

With a more efficient and productive go-to-market strategy, a differentiated product portfolio and strong customer momentum, Box is on track to deliver the vision of the Content Cloud and primed to capture one of the largest markets in software – content management, collaboration, storage and data security, which represents a total addressable market of over $55 billion annually. Furthermore, as companies accelerate their move to the cloud, implement hybrid work strategies and seek to securely enable digital transformation, Box is extremely well positioned at the center of these megatrends. Reflecting Box’s strong results and accelerating momentum, Box has generated total stockholder return of 116%² and has outperformed its SaaS peers since the Starboard settlement in March 2020.