Three New Independent Directors to Join
Board
Announces Formation of Operating Committee to
Drive Growth and Margin Improvement
Box (NYSE: BOX), a leader in cloud content management,
today announced that it has entered into an agreement with
Starboard Value LP (together with certain of its affiliates,
“Starboard”), an investment firm which owns approximately 7.7% of
the Company’s outstanding common stock.
Under the terms of the agreement, three new independent
directors will join the Box Board of Directors prior to the
company’s 2020 Annual Meeting of Stockholders in June 2020 (“2020
Annual Meeting”), two incumbent directors will not stand for
re-election to the board at the 2020 Annual Meeting and one
incumbent director will retire from the board effective as of the
2020 Annual Meeting. The board will be set at 9 directors following
the 2020 Annual Meeting.
Jack Lazar, formerly chief financial officer of GoPro and
Atheros Communications, will join the Box Board of Directors
immediately. In addition, a second new director will be selected
from a list of candidates provided by Starboard or will otherwise
be mutually agreed. A third new director will be selected by the
board prior to the 2020 Annual Meeting.
“We are pleased to welcome Jack to our board,” said Aaron Levie,
Box Co-founder, CEO, and Chairman. “He brings valuable experience
in both the enterprise and consumer technology markets, along with
a strong track record of helping companies drive disciplined growth
and profitability as both a leader and board member. I look forward
to working with Jack and our other new independent directors to
continue to create value for stockholders. We are also pleased to
continue our collaboration with Starboard and appreciate the
constructive approach they have taken.”
"I'm thrilled to join the Box Board of Directors. Aaron, Dylan,
and the entire leadership team at Box have pioneered cloud content
management and the company has a massive opportunity to define the
future of work around the world," said Mr. Lazar. "I'm honored to
be joining an experienced board and look forward to helping Box
drive sustainable and profitable growth."
Rory O’Driscoll will not stand for re-election and Josh Stein
will retire from Box’s Board of Directors at the time of the 2020
Annual Meeting. Box co-founder Dylan Smith will continue in his
role as CFO but will not stand for re-election as a director at the
2020 Annual Meeting.
“We thank Rory and Josh for their many contributions as
directors and early investors in Box,” Mr. Levie added. “Rory has
served on our board for 10 years, and Josh has served for nearly 14
years. During that time, they have played a critical role in the
growth of Box, and we have benefitted greatly from their valuable
insight and support.”
In addition, Box today announced the formation of an Operating
Committee of the board. This committee will work with Box’s CEO,
CFO, and management to identify and recommend opportunities for
further improvement in growth and margin performance. Mr. Lazar and
the new independent director chosen in collaboration with Starboard
will join existing directors Sue Barsamian and Kim Hammonds on the
committee. Ms. Barsamian has served on the board since 2018 and
brings several decades of enterprise software experience from HP
and Mercury Interactive. Ms. Hammonds has served on the board since
2018 and brings leadership experience from her previous roles as
the Group COO of Deutsche Bank AG and the CIO of The Boeing
Company.
Peter Feld, Managing Member of Starboard, said, “We are pleased
to have worked constructively with the Box board and management
team to reach this agreement to strengthen the board with new
independent directors and to create a new Operating Committee. We
see a number of opportunities for substantial shareholder value
creation and look forward to seeing the Company execute on
opportunities to drive profitable growth towards a best-in-class
financial profile. We are confident the addition of three new
independent directors will add tremendous value to the board, and
we also share the board’s appreciation for Rory and Josh’s years of
service.”
The agreement with Starboard includes other customary
provisions. Additional information about today’s announcement will
be filed on a Form 8-K with the U.S. Securities and Exchange
Commission.
Morgan Stanley & Co. LLC is serving as financial advisor to
Box and Wilson Sonsini Goodrich & Rosati, Professional
Corporation is serving as legal advisor.
About Jack Lazar
Mr. Lazar is currently an independent business consultant and
has served on the Board of Directors at Silicon Laboratories, Inc.
(SLAB) since April 2013, Mellanox Technologies (MLNX) since June
2018, Resideo Technologies (REZI) since October 2018 and Casper
Sleep (CSPR) since April 2019. Mr. Lazar also served on the Board
of Directors of TubeMogul, an enterprise software company for
digital branding, from October 2013 to December 2016 when it was
acquired by Adobe Systems and Quantenna Communications, a wireless
semiconductor company, from July 2016 to June 2019 when it was
acquired by ON Semiconductor.
From January 2014 until March 2016, he served as Chief Financial
Officer at GoPro, Inc., a provider of wearable and mountable
capture devices, where he completed its 2014 IPO. From January 2013
to January 2014 he served as an independent business consultant.
From May 2011 to January 2013, Mr. Lazar was employed by Qualcomm,
a developer of communications semiconductor solutions, and served
as Senior Vice President, Corporate Development and General Manager
of Qualcomm Atheros, a developer of communications semiconductor
solutions.
Mr. Lazar served in a variety of positions at Atheros
Communications, Inc. from September 2003 until it was acquired by
Qualcomm in May 2011. Most recently, he served as Atheros' Chief
Financial Officer and Senior Vice President of Corporate
Development. During his tenure at Atheros, the company completed
its IPO. Mr. Lazar is a certified public accountant (inactive) and
holds a B.S. in commerce with an emphasis in accounting from Santa
Clara University.
About Box
Box (NYSE:BOX) is a leading Cloud Content Management platform
that enables organizations to accelerate business processes, power
workplace collaboration, and protect their most valuable
information, all while working with a best-of-breed enterprise IT
stack. Founded in 2005, Box simplifies work for leading
organizations globally, including AstraZeneca, General Electric,
JLL and Morgan Stanley. Box is headquartered in Redwood City, CA,
with offices in the United States, Europe, and Asia. To learn more
about Box, visit http://www.box.com. To learn more about how Box
powers nonprofits to fulfill their missions, visit Box.org.
About Starboard
Starboard Value LP is a New York-based investment adviser with a
focused and differentiated fundamental approach to investing
primarily in publicly traded U.S. companies. Starboard invests in
deeply undervalued companies and actively engages with management
teams and boards of directors to identify and execute on
opportunities to unlock value for the benefit of all
shareholders.
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