Box has escalated its efforts to fend off Starboard Value, arguing its own director slate is “vastly superior” to the activist’s and that a victory for the dissident would be “destructive” to shareholder value.
Just days after Starboard last week laid out its thesis for unlocking value at Box with a plan focused on operational improvements, Box put forward an investor deck to combat the activist. In it, the cloud storage vendor accused the activist of pursuing an outright sale and the dismissal of CEO Aaron Levie despite management’s performance in driving value over the past two years.
“Starboard has repeatedly demonstrated that it is close-minded to the demonstrable progress already underway, and is attempting to obfuscate its value-destructive demands to sell the company – indicating a price in the low twenties per share would be acceptable for a sale of the company – or to fire the CEO,” the presentation reads.
Starboard responded with its own letter to shareholders Monday where it said that “Box’s presentation is littered with inaccuracies, misleading statements, and blatantly false assertions.”
It reiterated its argument that Box’s management accepted a $500 million financing deal with KKR in order to “buy the vote” in the proxy contest. It also suggested that management may have pre-announced overly optimistic earnings earlier this month in order to attract shareholder support in the proxy.
Starboard, owner of an 8.4% stake in Box, is seeking three board seats, including one for its own managing member Peter Feld. If Starboard’s candidates are elected on September 9, the company’s co-founder and CEO Levie will lose his board seat. However, the activist said that in such a scenario it would seek to add Levie back to an expanded board, if he was willing to serve.
Box said in a Thursday statement accompanying the investor deck that its nominees collectively bring nearly seven decades of software as a service (SaaS) and enterprise software experience whereas none of Starboard’s have any experience in these areas as an executive or director.
The company also claimed that it had offered to add one of Starboard’s independent nominees to the board in an attempt to settle the proxy but said the activist insisted on Feld’s appointment.
“We believe Peter Feld wants to be on the board because the Box board of directors (including the two Starboard-approved directors) exercised independent judgment to act in the best interests of all stockholders rather than capitulate to Starboard’s demands,” said the company.
Box and Starboard struck a deal last year for three new board members, two identified by Starboard and one by the company. This led Box to add Bethany Mayer, the former CEO of network equipment company Ixia, and Jack Lazar, a former chief financial officer at GoPro and Atheros Communications, at Starboard’s behest.
Shares in Box climbed 3.7% Thursday after the company released second-quarter preliminary results, which surpassed its own forecast for revenue and operating margin, and lifted guidance for the current fiscal year.
The company’s stock moved up a further 0.7% Friday, taking year-to-date gains to 46%.