May
10
2021
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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.

May
04
2021
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Starboard Value puts Box on notice that it’s looking to take over board

Activist investor Starboard Value is clearly fed up with Box and it let the cloud content management know it in no uncertain terms in a letter published yesterday. The firm, which bought a 7.7% stake in Box two years ago, claims the company is underperforming, executing poorly and making bad business decisions — and it wants to inject the board of directors with new blood.

While they couched the letter in mostly polite language, it’s quite clear Starboard is exasperated with Box. “While we appreciate the dialogue we have had with Box’s management team and Board of Directors (the “Board”) over the past two years, we have grown increasingly frustrated with continued poor results, questionable capital allocation decisions, and subpar shareholder returns,” Starboard wrote in its letter.

Box, as you can imagine, did not take kindly to the shot across its bow and responded in a press release that it has bent over backwards to accommodate Starboard, including refreshing the board last year when they added several members, whom they point out were approved by Starboard.

“Box has a diverse and independent Board with directors who bring extensive technology experience across enterprise and consumer markets, enterprise IT, and global go-to-market strategy, as well as deep financial acumen and proven track records of helping public companies drive disciplined growth, profitability, and stockholder value. Furthermore, seven of the ten directors on the Box Board will have joined the Board within the last three years,” the company wrote in a statement. In other words, Box is saying it already has injected the new blood that Starboard claims it wants.

Box recently got a $500 million cash injection from KKR, widely believed to be an attempt to bulk up cash reserves with the goal of generating growth via acquisition. Starboard was particularly taken aback by this move, however. “The only viable explanation for this financing is a shameless and utterly transparent attempt to “buy the vote” and shows complete disregard for proper corporate governance and fiscal discipline,” Starboard wrote.

Alan Pelz-Sharpe, founder and principal analyst at Deep Analysis, a firm that closely tracks the content management market, says the two sides clearly aren’t aligned, and that’s not likely to change. “Starboard targeted and gained a seat on the board at Box at a difficult time for the firm, that’s the modus operandi for activist investors. Since that time there has clearly been a lot of improvements in terms of Box’s financial goals. However, there is and will remain a misalignment between Starboard’s goals, and Box led by Levie as a whole. Though both would like to see the share price rise, Starboard’s end goal is most likely to see Box acquired, sooner rather than later, and that is not Box’s goal,” he said.

Starboard believes the only way to resolve this situation is to inject the board with still more new blood, taking a swipe at the Box leadership team while it was at it. “There is no good reason that Box should be unable to deliver improved growth and profitability, at least in-line with better performing software companies, which, in turn, would create significant shareholder value,” Starboard wrote.

As such the firm indicated it would be putting up its own slate of board candidates at the company’s next board meeting. In the tit for tat that has been this exchange, Box indicated it would be doing the same.

Meanwhile Box vigorously defended its results. “In the past year, under the oversight of the Operating Committee, the company has made substantial progress across all facets of the business — strategic, operational and financial — as demonstrated by the strong results reported for the full year of fiscal 2021,” the company wrote, pointing to its revenue growth last fiscal year as proof of the progress, with revenue of $771 million up 11% year over year.

It’s unclear how this standoff will play out, but clearly Starboard wants to take over the Board and have its way with Box, believing that it can perform better if it were in charge. That could result ultimately, as Pelz-Sharpe suggested, in Box being acquired.

We would appear to heading for a showdown, and when it’s over, Box could be a very different company, or the current leadership could assert control once and for all and we could proceed with Box’s current growth strategy still in place. Time will tell which is the case.

Mar
03
2021
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As activist investors loom, what’s next for Box?

Box could be facing troubled times if a Reuters story from last week is accurate. Activist investor Starboard Value took a 7.9% stake in the storage company in September 2019, and a year ago took three board seats as its involvement in the cloud company deepened. It seemed only a matter of time before another shoe dropped.

Activist investor Starboard Value is reportedly after three additional board seats.

That thunk you just heard could be said shoe as Starboard is reportedly after three additional board seats. Those include current CEO Aaron Levie’s and two independent board members, all of whom have their seats coming up for election in June. If the firm were to obtain three additional seats, it would control six of nine votes and could have its way with Box.

What could the future hold for the company given this development (assuming it’s true)? It seems changes are coming for Box.

Below, we’ll explore how Box got to this point. And if an acquisition is in Box’s future, just who might be in the market for a cloud-native content management company built to scale in the enterprise? There would very likely be multiple suitors.

Box’s fickle financial fate

Starboard may have reason to be frustrated by Box’s performance. The cloud company’s stock price and market cap remain stubbornly low. Its share price is mired around $18 a share, not much higher than the price it went public at in 2015 when it was valued at $14 per share. Its market cap today is $3 billion, which is lacking in comparison to fellow cloud stalwarts like Dropbox at $9 billion, Slack at $23 billion or Okta at $34 billion.

Remember back in March 2014 when Box announced it was going public? It then did something highly unusual, delaying the deed 10 months until January 2015. One thing or another kept the company from pulling the trigger and just doing it. Perhaps it was a sign.

Instead, Box raised $150 million more after its S-1 filing received a lackluster response from the market. Looking back, you could argue that the SaaS model was simply less well known in 2014 than it is today. Certainly public investors are more sympathetic to software companies that run deficits in the name of growth than they were back then.

But when Box did file again, finally pricing at $14 per share in 2015, it received a strong welcome. The company had priced above its $11 to $13 per-share IPO range as TechCrunch reported at the time and instantly shot higher. We wrote on its IPO day that the cloud company quickly “surged to over $20 a share and [was then] trading at $23.67.”

A year later, our continuing coverage had flipped with the share price stuck at $10 in January 2016.

When growth won’t come

Mar
23
2020
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Activist investor Starboard Value taking three Box board seats as involvement deepens

When activist investors Starboard Value took a 7.5% stake in Box last September, there was reasonable speculation that it would begin to try and push an agenda, as activist investors tend to do. While the firm has been quiet to this point, today Box announced that Starboard was adding three members to the 9 member Box board.

At the same time, two long-time Box investors and allies, Rory O’Driscoll from Scale Venture Partners and Josh Stein from Threshold Ventures (formerly from DFJ), will be retiring from the board and not seeking re-election at the annual stockholder’s meeting in June.

O’Driscoll involvement with the company dates back a decade, and Stein has been with the company for 14 years and has been a big supporter from almost the beginning of the company.

For starters, Jack Lazar, whose credentials including being chief financial officer at GoPro and Atheros Communications, is joining the board immediately. A second new board member from a list to be agreed upon by Box and Starboard will also be joining immediately.

Finally, a third member will be selected by the newly constituted board in June, giving Starboard three friendly votes and the ability to push the Box agenda in a significant way.

While this was obviously influenced by Starboard’s activist approach, a person close to the situation stressed that it was a highly collaborative effort between the two organizations, and also indicated that there was general agreement that it was time to bring in new perspectives to the board. The end goal for all concerned is to raise the stock value, and do this against the current bleak economic backdrop.

At the time it announced it was taking a stake in Box, Starboard telegraphed that it could be doing something like this. Here’s what it had to say in its filing at the time:

“Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the [Starboard’s] investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares…”

Box CEO Aaron Levie appeared at TechCrunch Sessions: Enterprise, the week this news about Starboard broke, and he was careful in how he discussed a possible relationship with the firm. “Well, I think in their statement actually they really just identified that they think there’s upside in the stock. It’s still very early in the conversations and process, but again we’re super collaborative in these types of situations. We want to work with all of our investors, and I think that’ll be the same here,” Levie told us at the time.

Now the company has no choice but to work more collaboratively with Starboard as it takes a much more meaningful role on the company board. What impact this will have in the long run is hard to say, but surely significant changes are likely on the way.

Apr
02
2018
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Activist investors Elliott snag 10.3 percent stake in Commvault

Elliott Management, an investment firm long known for its activist streak, set it sights on Commvault today, purchasing a 10.3 percent stake and nominating four Elliott-friendly members to the company’s board of directors. It likely means that Elliott is ready to push the company to change direction and cut costs, if it sticks to its regular MO.

As an older public company founded in 1988 with a strong product, but weak stock performance, Commvault represents just the kind of company Elliott tends to target. In its letter outlining why it acquired its stake in Commvault, it presented a stark picture of a company in decline.

As just one small example, Elliott discussed the stock performance and it didn’t pull punches or mince words when it stated:

“Commvault’s strategy, operations, execution and leadership over the past eight years have failed to generate returns to shareholders, despite a leadership position in a growing market with a product set that customers like and competitors respect. Commvault’s underperformance has been so profound that an investor would have been better off buying the NASDAQ index instead of Commvault’s stock on 99% of trading days in the last eight years. …”

Ouch.

As it is wont to do, Elliott buys a stake and then forces its way onto the board of directors and this deal is no different where it will be adding 4 members:

“Given the long-term issues at the Company, we believe the Board would benefit from fresh perspectives, primarily in the area of operational execution, software go-to-market experience and current technology expertise. The level of required change at the Company is significant and requires a Board with new and relevant experiences to guide the Company’s turnaround. We have been involved in dozens of similar situations and have worked constructively with many companies to add top-tier, C-suite executives and experienced Board members to these companies. For Commvault, we are submitting a group of highly qualified director nominees with what we believe is the right experience to help guide the Company on its path forward.”

As some examples of that past experience it alluded to in the letter, Elliott bought a stake in EMC in 2014 and began to pressure the Board to sell its stake in VMware. The company turned back the attempt and eventually sold out to Dell for $67 billion, still giving Elliott a nice return on its one percent investment in the company, no doubt.

More recently, it bought a  6.5 percent stake in Akamai in December. At the next earnings call in February, the company announced it was laying off 400 employees, which accounted for almost 5 percent of the worldwide workforce. The layoffs are consistent with cost cutting that tends to happen when Elliott buys a stake in a company.

What happens next for Commvault is difficult to say, but investors obviously think there is going to be some movement as the stock is up over 11 percent as of this writing. Chances are they are onto something, and given Elliott’s track record they are probably right.

Apr
02
2018
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Activist investors Elliott snag 10.3 percent stake in Commvault

Elliott Management, an investment firm long known for its activist streak, set it sights on Commvault today, purchasing a 10.3 percent stake and nominating four Elliott-friendly members to the company’s board of directors. It likely means that Elliott is ready to push the company to change direction and cut costs, if it sticks to its regular MO.

As an older public company founded in 1988 with a strong product, but weak stock performance, Commvault represents just the kind of company Elliott tends to target. In its letter outlining why it acquired its stake in Commvault, it presented a stark picture of a company in decline.

As just one small example, Elliott discussed the stock performance and it didn’t pull punches or mince words when it stated:

“Commvault’s strategy, operations, execution and leadership over the past eight years have failed to generate returns to shareholders, despite a leadership position in a growing market with a product set that customers like and competitors respect. Commvault’s underperformance has been so profound that an investor would have been better off buying the NASDAQ index instead of Commvault’s stock on 99% of trading days in the last eight years. …”

Ouch.

As it is wont to do, Elliott buys a stake and then forces its way onto the board of directors and this deal is no different where it will be adding 4 members:

“Given the long-term issues at the Company, we believe the Board would benefit from fresh perspectives, primarily in the area of operational execution, software go-to-market experience and current technology expertise. The level of required change at the Company is significant and requires a Board with new and relevant experiences to guide the Company’s turnaround. We have been involved in dozens of similar situations and have worked constructively with many companies to add top-tier, C-suite executives and experienced Board members to these companies. For Commvault, we are submitting a group of highly qualified director nominees with what we believe is the right experience to help guide the Company on its path forward.”

As some examples of that past experience it alluded to in the letter, Elliott bought a stake in EMC in 2014 and began to pressure the Board to sell its stake in VMware. The company turned back the attempt and eventually sold out to Dell for $67 billion, still giving Elliott a nice return on its one percent investment in the company, no doubt.

More recently, it bought a  6.5 percent stake in Akamai in December. At the next earnings call in February, the company announced it was laying off 400 employees, which accounted for almost 5 percent of the worldwide workforce. The layoffs are consistent with cost cutting that tends to happen when Elliott buys a stake in a company.

What happens next for Commvault is difficult to say, but investors obviously think there is going to be some movement as the stock is up over 11 percent as of this writing. Chances are they are onto something, and given Elliott’s track record they are probably right.

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