Activist investor Starboard Value makes official bid for Box board seats in letter

Last week activist investor Starboard delivered a public letter rebuking Box for what it perceives as underperformance. Today the firm, which owns 8% of Box stock, making it the company’s largest stock holder, took it a step further with an official slate of four candidates it will be putting up at the next stockholder’s meeting.

While the company rehashed many of the same complaints as in last week’s letter, this week it explicitly stated its intent to run its own slate of candidates for the Box board. “Therefore, in accordance with the Company’s governance deadlines and in order to preserve our rights as stockholders, we have delivered a formal notice to Box nominating four highly qualified director candidates (the “Nominees”) for election to the Board at the Annual Meeting,” Starboard wrote in a public letter to Box.

Box responded in a press release that the Board as currently constituted categorically rejects this attempt by Starboard to take over additional seats.

“The Box Board of Directors does not believe the changes to the Board proposed by Starboard are warranted or in the best interests of all stockholders. The Box Board has been consistently responsive to feedback from all of its stockholders, including suggestions from Starboard, and open-minded toward all value enhancing opportunities. Furthermore, Starboard’s statements do not accurately depict the progress Box has made,” the Board wrote in a statement this morning.

Box further points out that the company overhauled the Board last year with three new board members specifically receiving Starboard approval.

What is driving Starboard to take this action? Like any good activist investor it wants a higher stock price and is seeking more growth from Box. Activist investors often come in and try to extract value by brute force when they perceive the company is underperforming. The end game, were they to be successful, could involve removing Levie as CEO or more likely selling the company and grabbing its profit on the way out.

Box asserted that “Starboard’s statements do not accurately depict the progress Box has made,” highlighting some of its recent financial performance, including “a $127 million increase in free cash flow in fiscal 2021.” The former private-market darling also argued that its fiscal 2021 “revenue growth rate plus free cash flow margin [came to more than] 26%,” which beat its own target of 25% and was “nearly double” what it managed in its fiscal 2020.

This is a good time for a “yes, but“: Yes, but Box’s ability to improve its profitability does not change the fact that its growth rate has been in steady decline for years. And while a company’s growth rate can cover nearly any sin, slowing growth that has already slipped into the single digits doesn’t cut Box much slack. (For reference, in its most recent quarter, the fourth of its fiscal 2021, Box grew just 8% on a year-over-year basis.)

It’s worth noting that the company did promise “accelerated growth and higher operating margins in the years ahead” in its most recent earnings call, but the company’s recent $500 million investment from KKR particularly irked Starboard, which asserts that it was akin to “buying the vote.”

“[Box] made several poor capital allocation decisions, including its recent entry into a financing transaction that we believe serves no business purpose and was done in the face of a potential election contest with Starboard at the 2021 Annual Meeting of Stockholders.”

Now it’s becoming a battle over more board seats. Box is putting up Levie, Verisign CFO Dana Evan and Peter Leav, CEO of McAfee and former CEO of BMC. Evan sits on the boards of Domo and Survey Monkey in addition to Box, while Leav previously served on the board of ProofPoint, which was acquired last month by Thoma Bravo for over $12 billion.

While Starboard’s nominees come with impressive resumes, it’s worth pointing out that they mostly lack direct experience working with an enterprise SaaS company like Box. The folks on the slate include Deborah S. Conrad, former executive at Intel; Peter A. Feld, Starboard’s head of research; John R. McCormack, former CEO of WebSense and Xavier D. Williams, a director of American Virtual Cloud Technologies, a public company on $170 million run rate. Box made $771 million last fiscal year.

The vote will take place at the Box stockholder’s meeting, which has traditionally been held in late June or early July. To this point, the company has not put out the exact date publicly.