Box, Inc.
Extract: Update, Proxy Fight Director Nomination from a SC 13D/A on 06/10/2021   Download
SEC Document
SEC Filing
Item 4.Purpose of Transaction.

Item 4 is hereby amended to add the following:

On June 10, 2021, outside counsel for Starboard Value LP (together with its affiliates, “Starboard”) delivered a letter (the “Response Letter”) to outside counsel for the Issuer responding to outside counsel’s letter on behalf of the Issuer, dated June 3, 2021 (the “June 3 Letter”), regarding Starboard’s books and records request, dated May 20, 2021, pursuant to Section 220 of the Delaware General Corporation Law (the “Books and Records Request”). Unless otherwise defined, capitalized terms used herein have the same meaning as in the Books and Record Request, which was filed as an exhibit to Amendment No. 6 to the Schedule 13D.

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CUSIP No. 10316T104

In the Response Letter, Starboard counsel states that it vigorously disagrees with counsel for the Issuer’s contentions that the Books and Records Request is deficient and purportedly does not establish a credible basis to infer any corporate wrongdoing. The Response Letter reiterates Starboard’s position that the seven purposes outlined in the Books and Records Request, including to investigate potential wrongdoing and breaches of fiduciary duties by members of the Board in connection with the Strategic Review, the Investment Agreement, the Series A Financing, the Dutch Self-Tender, and the Issuer’s decision to extend the nomination deadline for the 2021 Annual Meeting, are not only proper under Delaware law (a fact which the June 3 Letter does not dispute), but that such purposes are directly aligned with the interests of the Issuer’s stockholders.

Starboard counsel further states that there are, at a minimum, legitimate issues of wrongdoing related to the Board’s decision to enter into the Investment Agreement and Series A Financing with the KKR Investors and to pair the Series A Financing with the Dutch Self-Tender at a time when the Issuer had ample cash on its balance sheet and projected approximately $170 million of free cash flow in fiscal year 2022. In addition, Starboard counsel states that the Books and Records Request clearly explains that Starboard seeks to investigate whether these transactions had a legitimate basis, because they appear to have been designed as an entrenchment mechanism to “buy the vote” ahead of a potential election contest with Starboard.

The Response Letter expresses Starboard’s willingness, in furtherance of the constructive approach Starboard has taken over the past two years, to nonetheless accept a narrowed set of documents from the Issuer, while reserving Starboard’s rights thereunder pending its review of the documents produced by the Issuer. The full text of the Response Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.