Box wins proxy board battle with activist investor Starboard Value

A battle between Box and its majority shareholder Starboard Value over control of the board ended today when the company’s slate of directors easily defeated Starboard’s. It culminated months of maneuvering on both sides as they battled for control of the company.

Box, in a somewhat generic statement, expressed gratitude for the results:

Box appreciates the support and perspectives we have received from our stockholders throughout this process. The Board and management team will remain focused on continuing to transform Box and executing Box’s strategy to grow profitably and deliver significant value to all Box stockholders.

Starboard on the other hand, as you might expect, was unhappy with the outcome and didn’t hide that in a letter to shareholders released earlier today.

“We are certainly disappointed by the results of this election, which were heavily skewed by the voting rights tied to the preferred equity financing and the use of stockholder capital to aggressively repurchase shares ahead of the record date from stockholders likely to support change. At this juncture, the future of Box is in the Board’s hands, and there is a significant amount of work left to be done. Many commitments have been made, and we hope that Box will finally be able to follow through on its promises to drive improved results, accountability, governance, and compensation practices,” managing director Peter A. Feld wrote in the letter.

This all began when Starboard Value invested in Box, taking a 7.5% stake, which would eventually grow to 8.8% in the company. With that stake, it became the largest shareholder, but it remained relatively quiet until March of this year. That is when public rumblings began that Starboard was unhappy with the direction of the company, a conflict that could have ultimately resulted in the ouster of founder and CEO Aaron Levie or the sale of Box.

The situation took an interesting turn when Box announced it was taking a $500 million investment from KKR, a move that Starboard took great exception to and made clear in a letter published at the beginning of May that it wanted significant changes to take place. As we wrote at the time:

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.

Less than a week later Starboard made a move for board seats and the battle was on for control. Box’s position was strengthened by two decent earnings reports prior to the vote; the company took the unusual move of delivering the results early in order to give the voters that information prior to the vote.

The company also made the unusual move of filing a document with the SEC that pushed back against Starboard’s slate of candidates. In the end, Box won the battle. Alan Pelz-Sharpe, founder and principal analyst at Deep Analysis, who has been watching the content management space where Box operates for years, sees this as a victory for Levie and Box.

“It was not a surprise to me that Box won the day. In my opinion, Starboard misread and underestimated the loyalty that Aaron Levie generates. The fact is that to most Box employees and investors, the company is a success story, and they also know that the customer base is pretty engaged and that there is plenty of room for future growth,” he said.

“For Box this vote of confidence will mean that they can (if they want) make some acquisitions and invest more in R&D moving forward, without constantly having an aggressive investor looking over their shoulder,” Pelz-Sharpe added.

It’s hard to know what happens next, but Starboard still maintains its shares for now, and it still has some clout in those numbers. Throughout its ownership tenure, Box has performed better, as the recent earnings results have shown, and the firm says that this remains the ultimate goal.

“As we have repeatedly stated, our only goal has been to help Box perform better and adopt best-in-class practices across operating performance, financial results, governance and compensation in order to create long-term value for the benefit of all stockholders. We will continue to monitor progress at Box, and we hope to see the company embrace the changes catalyzed by our involvement and create long-term value,” Starboard’s Feld wrote.


By Ron Miller

Box reports earnings early to give shareholders time to review financials ahead of board vote

Box has been in an ongoing dispute with activist investors Starboard Value over control of the board, an argument that is expected to come to a head on September 9th at the annual shareholder meeting. In an effort to show shareholders that the numbers are continuing to improve under the current leadership, Box took the unusual move of releasing its earning report this morning, two weeks ahead of the expected August 25th report date.

Companies don’t normally report ahead of schedule, but perhaps Box sees the opportunity to do some lobbying, or conversely, to counter any negative lobbying that Starboard may be doing with its fellow investors ahead of the vote.

It’s also worth noting that in spite of the meeting being on September 9th, like a lot of voting these days, people will be sending in votes throughout this month ahead of that day. Box wants to get its latest financial information out there sooner rather than later, to catch those early voters before they cast their ballots.

Fortunately for Box and CEO Aaron Levie, the numbers look decent.

Earnings

It’s not hard to see why Box released its earnings early, as the numbers provide an argument for keeping the company’s current leadership in place.

In the three month period ending July 31, 2021 — the second quarter of Box’s fiscal 2022 — the company generated $214 million in revenue, up 11% on a year-over-year basis. And, as Box is quick to point out, its second consecutive quarter of “accelerating revenue growth.” The company bested its own guidance of $211 to $212 million in revenue for the period.

It matters that Box is showing an ability to accelerate its revenue growth for several reasons. First, because doing so puts wind in the sales of its stock; quickly growing companies are worth more per dollar of revenue than more slowly growing concerns, and accelerating revenue growth over time is investor catnip.

The accelerating pace of growth over the last half year also provides footing for Box’s leadership to argue that their product choices have been sound, directly supporting their positions that they should remain in charge of the company. If they made good product decisions quarters ago, and those choices are leading to accelerating revenue growth, why swap out the CEO?

Box had more quarterly good news apart from its revenue numbers to disclose. It also reported improved GAAP and non-GAAP operating margins — a key measure of profitability — better billings results than it had previously anticipated for the period. Box’s net retention rate also expanded to 106% from 103% in the sequentially-preceding period.

And the company boosted its guidance for its fiscal year from “$845 million to $853 million” to “$856 million to $860 million.”

The counter arguments are somewhat easy to generate, however. Yes, Box’s revenue growth is accelerating, but from an admittedly reduced base; it’s not as hard to accelerate revenue expansion from low numbers as it is from higher base levels. And the company’s net retention is lower than what any business-focused SaaS company would want to report.

Will the good news be enough? Shares of Box are up around 1.5% in today’s regular trading, despite a somewhat mixed overall market. Investors now have to vote with more than just their dollars.

Boardroom context

Starboard bought approximately 7.5% of the company in 2019, and actually stayed fairly quiet for the first year, but at the end of 2020 it started making itself heard with rumors of pressure to sell the company. In what appeared to be a defensive move, Box took a $500 million investment from private equity firm KKR and gave the investor a board seat in April.

The activist investor did not take kindly to that move, writing in a letter to investors in early May, “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.” In that same letter, Starboard made it official that it wanted to take over several board seats outlining a litany of complaints it had about the way the company was being run. It also made clear that it wanted co-founder and CEO Aaron Levie gone or the company sold.

 

Box pushed back that the letter and another on May 10th did not accurately reflect the progress that the company had made. In July, Box took the battle public in an SEC filing detailing the back and forth dance that had been going between Box and Starboard since it bought its stake in the company

So far, the cloud content management company has staved off all attempts to force its hand and sell the company or fire Levie, but this is all going to culminate with the shareholder’s vote. It’s truly a battle for the soul of the company.

If Starboard convinces shareholders to give it several seats on the Box board, it would probably be able to push out Levie, take control of the company and likely sell it to the highest bidder. The early financial report released today, while not exactly stellar, shows a pattern of increasingly good quarters, and that’s what Box is hoping voters will focus on when they fill out their ballots.


By Ron Miller

Box takes fight with activist investor public in SEC filing

The war between Box’s current leadership and activist shareholder Starboard took a new turn today with a detailed timeline outlining the two groups’ relationship, thanks to an SEC filing and companion press release. Box is pushing back against a slate of board candidates put forth by Starboard, which wants to shake up the company’s leadership and sell it.

The SEC filing details a lengthy series of phone calls, meetings and other communications between the technology company and Starboard, which has held a stake in Box greater than 5% since September of 2019. Since then shares of Box have risen by around $10 per share.

Today’s news is multi-faceted, but we’ve learned more concerning Starboard’s demands that Box sell itself; how strongly the investor wanted co-founder and CEO Aaron Levie to be fired; and that the company’s complaints about a KKR-led investment into Box that it used to repurchase its shares did not match its behavior, in that Starboard asked to participate in the transaction despite its public statements.

Activist investors, a bit like short-sellers, are either groups that you generally like or do not. In this case, however, we can learn quite a lot from the Box filing. Including the sheer amount of time and communication that it takes to manage such an investor from the perspective of one of its public-market investments.

What follows are key excerpts from Box’s SEC filing on the matter, starting with its early stake and early agreement with Starboard:

  • On September 3, 2019, representatives of Starboard contacted Mr. Levie to inform Mr. Levie that Starboard would be filing a
  • Schedule 13D with the SEC reporting a 7.5% ownership stake in the company.
  • On March 9, 2020, Mr. O’Driscoll and Ms. Barsamian had a call with representatives of Starboard to discuss entering into a settlement agreement with Starboard.
  • On March 22, 2020, the company and Starboard entered into an agreement[.]
    Also on March 23, 2020, Starboard reported beneficial ownership of 7.7% of the outstanding Class A common stock.

Then Box reported earnings, which Starboard appeared to praise:

  • On May 27, 2020, the company reported its fiscal first quarter results, noting a 13% increase in year-over-year revenue, a 900 basis point increase in year-over-year GAAP operating margin and a $36.4 million increase in year-over-year cash flow from operations. Peter Feld, a representative of Starboard, and Mr. Levie had an email conversation related to the company’s first quarter results in which Mr. Feld stated “you guys are on a good path…congrats to the team and keep it up.”
  • Also on May 29, 2020, Starboard reported that it had decreased its beneficial ownership to 6.0% of the outstanding Class A common stock.

The same pattern repeated during Box’s next earnings report:

  • On August 27, 2020, Mr. Levie, Mr. Smith and company IR discussed the company’s earnings release with Starboard. Starboard indicated it was pleased with the rate of margin expansion and where the company was heading. In an email exchange between Mr. Feld and Mr. Levie related to the company’s results, Mr. Feld stated that he was “thrilled to see the company breaking out and performing better both on the top and bottom line. Appreciate you guys working with us and accepting the counsel. Not everyone behaves that way and it is greatly appreciated. Shows your comfort as a leader and a willingness to adapt. Very impressive.”

Then Box reported its next quarter’s results, which was followed by a change in message from Starboard (emphasis TechCrunch):

  • On December 1, 2020, the company announced its fiscal third quarter results, noting an 11% increase in year-over-year revenue, an improvement of 2100 basis points in year-over-year GAAP operating margin and a $36 million increase in year-over-year cash flow from operations. The company also provided guidance regarding its fiscal fourth quarter results, noting that its revised revenue guidance was due to “lower professional services bookings than we noted previously, which creates a roughly $2 million headwind” and that the company was being “prudent in our growth expectations given the macroeconomic challenges that our customers are facing.” The revised guidance for revenue was 1.1% below analysts’ consensus estimates of $198.8 million.
  • On December 2, 2020, Box’s common stock declined approximately 9% from its prior close of $18.54 to $16.91. On December 2, 2020 and December 4, 2020, Mr. Levie, Mr. Smith and Box IR discussed the company’s earnings release with representatives of Starboard. Despite the prior support Mr. Feld communicated to the company, Starboard reversed course and demanded that the company explore a sale of the entire company or fire the company’s CEO, or otherwise face a proxy contest from Starboard. Mr. Feld further stated that the company should not turn down an offer from a third party to buy the entire company “in the low twenties” and that Starboard would be a seller at such a price.

Recall that Box shares are now in the mid-$26s. At the time, however, Box shares lost value (emphasis: TechCrunch)

  • On December 16, 2020, two weeks after earnings, the company’s stock price closed at $18.85, which was above where it was trading immediately prior to the announcement of the company’s fiscal third quarter results on December 1, 2020.
  • On January 11, 2021, Starboard disclosed that it had increased its beneficial ownership to 7.9% of the outstanding Class A common stock.
  • On January 15, 2021, Mr. Lazar and Ms. Barsamian had a call with representatives from Starboard. Mr. Feld expressed his view that, while the company’s Convertible Senior Notes were executed on favorable terms, he was not supportive of the transaction. He reiterated his demand that the company sell itself and indicated that if the company did not do so then it must replace its CEO or otherwise face a proxy contest from Starboard to replace the CEO.

Over the next few months, Box bought SignRequest, reported earnings, and engaged external parties to try to help it bolster shareholder value. Then the KKR deal came onto the table:

  • On March 31, 2021, the Strategy Committee met to discuss the status of the strategic review. At such time, the Strategy Committee was in receipt of a proposal from KKR pursuant to which KKR and certain partners would make an investment in the form of convertible preferred stock at an initial yield of 3%, which had been negotiated down from KKR’s proposal of 7% yield in its preliminary indication of interest in early March.

The deal was unanimously approved by Box’s board, and announced on April 8th, 2021. Starboard was not stoked about the transaction, however:

  • Later on April 8, 2021, Ms. Mayer and Mr. Lazar had a call with representatives of Starboard. Mr. Feld expressed Starboard’s strong displeasure with the results of the strategic review. During the conversation, Mr. Feld indicated that he would stop the fight immediately if Mr. Levie were replaced.
  • On April 14, 2021, Ms. Mayer, Mr. Lazar and Ms. Barsamian had a call with Mr. Feld. Despite his prior statements, Mr. Feld now indicated that Starboard was not willing to sell its shares of Class A common stock at $21 or $22 per share. Mr. Feld requested that the company release KKR from its obligation to vote in favor of the company as a gesture of good faith. Mr. Feld reiterated Starboard’s desire to replace Mr. Levie as CEO and indicated that he would like to join the Board of Directors if the company did so. Ms. Mayer offered Mr. Feld the opportunity to execute a non-disclosure agreement to receive more information about the strategic review process, which Mr. Feld immediately declined.

Box was like, all right, but Feld doesn’t get to be on the board:

  • On April 20, 2021, Ms. Mayer and Mr. Lazar had a call with representatives of Starboard. Mr. Feld stated that Starboard would not move forward with its planned director nominations if Starboard were offered the opportunity to participate in the KKR-Led Transaction and Mr. Feld were appointed to the Board of Directors. Mr. Feld reiterated that he was not willing to sign a non-disclosure agreement.
  • On April 27, 2021, Mr. Park had a discussion with Mr. Feld. During this conversation, Mr. Feld reiterated his desire for Starboard to participate as an investor in the KKR-Led Transaction.
  • On April 28, 2021, Ms. Mayer and Mr. Lazar informed Mr. Feld that the Board of Directors was amenable to allowing Starboard to participate in the KKR-Led Transaction but would not appoint Mr. Feld as a director. Mr. Feld indicated that there is no path to a settlement that doesn’t include appointing him to the Board of Directors.

And then Starboard initiated a proxy war.

What to make of all of this? That trying to shake up a company from the position of a minority stake is not impossible, with Starboard able to exercise influence on Box despite having a sub-10% ownership position. And that Box was not willing to put a person on the board that wanted to fire its CEO.

What’s slightly silly about all of this is that the fight is coming at a time when Box is doing better than it has in some time. Its profitability has improved greatly, and in its most recent quarter the company topped expectations and raised its forward financial guidance.

There were times in Box’s history when it may have deserved a whacking for poor performance, but now? It’s slightly weird. Also recall that Starboard has already made quite a lot of money on its Box stake, with the company’s value appreciating sharply since the investor bought in.

Most media coverage is surrounding the public criticism by Starboard of the KKR deal and its private demand to be let into the deal. That dynamic is easily explained: Starboard thought that the deal wouldn’t make it money, but later decided that it could. So it changed its tune; if you are expecting an investor to do anything but try to maximize returns, you are setting yourself up for disappointment.

A person close to the company told TechCrunch that the current situation should be a win-win for everyone involved, but Starboard is not seeing it that way. “If you’re a near term shareholder, [like Starboard] then the path Box has taken has already been better. And if you’re a long term shareholder, Box sees significantly more upside. […] So overwhelmingly, the company believes this is the best path for shareholders and it’s already been proven out to be that,” the person said.

Alan Pelz-Sharpe, founder and principal analyst at the Deep Analysis, who has been watching the content management space for many years, says the battle isn’t much of a surprise given that the two have been at odds pretty much from the start of the relationship.

“Like any activist investor Starboard is interested in a quick increase in shareholder values and a flip. Box is in it for the long run. Further, it seems that Starboard may have mistimed or miscalculated their moves, Box clearly was not as weak as they appeared to believe and Box has been doing well over the past year. Bringing in KKR was the start of a big fight back, and the proposed changes couldn’t make it any clearer that they are fed up with Starboard and ready to fight back hard,” Pelz-Sharpe said.

He added that publicly revealing details of the two companies’ interactions is a bit unusual, but he thinks it was appropriate here.

“Actually naming and shaming, detailing Starboard’s moves and seemingly contradictory statements, is unusual but it may be effective. Starboard won’t back down without a fight, but from an investor relations/PR perspective this looks bad for them and it may well be time to walk away. That being said, I wouldn’t bet on Starboard walking away, as Silicon Valley has a habit of moving forward when they should be walking back from increasingly damaging situations”

What comes next is a vote on Box’s board makeup, which should happen later this summer. Let’s see who wins.

It’s worth noting that we attempted to contact Starboard Value, but as of publication they had not gotten back to us. Box indicated that the press release and SEC filing speak for themselves.

 

 


By Ron Miller

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

Last week activist investor Starboard delivered a public letter rebuking the company for what it perceives as under performance. 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’s 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 for more growth from Box. Activist investors often come in and try to extract value by brute force when they perceive the company is under performing. The end game were they 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, Chief Executive Officer of McAfee and former Chief Executive Officer of BMC.

Starboard nominees 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.

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.


By Ron Miller

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 numbers, 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 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, thats 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.


By Ron Miller

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


By Ron Miller

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 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.

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.


By Ron Miller

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.