Starboard Value PREC14APreliminary proxy with contested solicitation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN
PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )

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☒ Preliminary Proxy Statement

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☐ Soliciting Material Under Rule 14a-12

PRELIMINARY COPY SUBJECT TO COMPLETION
DATED JUNE 21, 2021

Starboard Value and Opportunity Master Fund Ltd

_____________, 2021

Dear Fellow BOX Stockholders:

Starboard Value and Opportunity Master Fund Ltd (together with its affiliates, “Starboard” or “we”) and the other participants in this solicitation are the beneficial owners of an aggregate of 13,016,995 shares, or approximately 8.0% of the outstanding Class A common stock, par value $0.0001 per share (the “Common Stock”) of Box, Inc., a Delaware corporation (“BOX” or the “Company”), making us one of the Company’s largest stockholders. For the reasons set forth in the attached Proxy Statement, we believe significant changes to the composition of the Board of Directors of the Company (the “Board”) are necessary in order to ensure that BOX is managed and overseen in a manner consistent with your best interests. We have nominated a slate of [four (4)] highly-qualified director candidates for election to the Board at the Company’s upcoming 2021 Annual Meeting of Stockholders (the “Annual Meeting”).

BOX is a leading player in the content management category of enterprise software, with a cloud-native offering and a best-of-breed solution. However, despite its technology leadership and strong competitive positioning, we believe the Company remains deeply undervalued with opportunities to unlock significant value within the control of management and the Board. While we believe the Company has promising future prospects, BOX has suffered from suboptimal operating and financial results, as well as poor compensation and corporate governance practices, resulting in stock price underperformance and the Company trading at one of the lowest multiples of revenue in the software industry. It has now been over two years since we first highlighted our serious concerns to the Company and, unfortunately, despite having reached a settlement agreement with BOX in March 2020, not nearly enough has been done to address these serious issues. In addition, over the past few months, while facing pressure from Starboard, BOX has taken actions that we believe are not in the best interest of stockholders and serve only to entrench the Board and preserve the status quo.

As the expiration of the standstill provisions in the 2020 settlement agreement was approaching in March 2021, and as it became clear to BOX that we were not pleased with the Company’s progress and would likely seek to effect change at the upcoming Annual Meeting, BOX chose to take unilateral actions to first extend the standstill period in our settlement agreement by extending the nomination deadline for the Annual Meeting, and shortly thereafter, execute a series of transactions that we believe serve no bona fide business purpose and were done for defensive purposes to dilute the vote of common stockholders by placing a large voting block of preferred stock with a new private equity investor. We believe these transactions were not in the best interests of stockholders and were transparently done to “buy the vote” ahead of a potential election contest with Starboard. We further believe the Board’s about-face on the preferred equity voting obligations in response to the recent class action lawsuit filed against the Board further demonstrates the Board’s defensive and entrenchment-minded motives.

We have continued to attempt to engage with the Company to find a mutually agreeable solution even following these egregious actions. Unfortunately, the Company has been unwilling to work with us to find a solution that we believe reflects the degree of change that is necessary to drive the Company forward to create value for all stockholders. It has therefore become clear to us that additional change on the Board is required to drive much needed change at BOX and to provide renewed accountability to stockholders.

We strongly believe that BOX can improve its strategy, operations, execution, and Board oversight, and we are confident that the qualified slate of professionals we nominated are well-equipped to serve as directors of the Company. The [four (4) director] candidates we have nominated – [Deborah S. Conrad, Peter A. Feld, John R. McCormack, and Xavier D. Williams] – have deeply relevant backgrounds to BOX’s business and current challenges, including backgrounds spanning operations, finance, private equity, engineering, marketing, mergers and acquisitions, restructuring, strategic transformation, and public company governance. As a group, our nominees have substantial and highly successful experience across the technology industry. Collectively, they have decades of experience as CEOs, senior executives, board chairs, and directors of well-performing technology companies.

Our goal is to create value for the benefit of all stockholders. We believe a critical step towards achieving this objective is to further improve the Board with directors who have appropriate and relevant skill sets and who we believe will provide renewed accountability, as well as a singular focus on the best interests of common stockholders. Starboard has significant experience in these areas with a long, successful track record of driving operational, financial, strategic, and governance changes in the technology industry. We believe our continued involvement is critical to ensure that BOX has the appropriate oversight to help guide the Company through a transformation. We are confident that with the right Board in place, BOX can be a best-in-class company within the enterprise software industry.

We are mindful that the Company’s CEO, Aaron Levie, is expected to be one of the directors up for election on the Company’s slate of nominees and that stockholders may be asked to vote on the election of a director candidate on our slate to replace Mr. Levie on the Board. As a general practice, we believe that public company CEOs should serve on the company’s board while serving as CEO. As such, our current intention would be to add Mr. Levie back to the Board, should he be willing to serve, in the event that one of our nominees is elected to replace him at the Annual Meeting.

Biographies of Starboard’s nominees (in alphabetical order):

The Company has a classified Board, which is currently divided into three (3) classes. We believe the terms of three (3) Class I directors expire at the Annual Meeting.¹ Through the attached Proxy Statement and enclosed WHITE proxy card, we are soliciting proxies to elect only our [four (4)] nominees. Accordingly, the enclosed WHITE proxy card may only be voted for our nominees and does not confer voting power with respect to any of the Company’s director nominees. You can only vote for the Company’s director nominees by signing and returning a proxy card provided by the Company. Stockholders should refer to the Company’s proxy statement for the names, backgrounds, qualifications and other information concerning the Company’s nominees. There is no assurance that any of the Company’s nominees will serve as directors if all or some of the nominees are elected.

We look forward to sharing our detailed views on, and comprehensive plans for, BOX in the coming weeks and months, and we look forward to continuing to engage with you as we approach the Annual Meeting.

We urge you to carefully consider the information contained in the attached Proxy Statement and then support our efforts by signing, dating, and returning the enclosed WHITE proxy card today.

If you have already voted for the incumbent management slate, you have every right to change your vote by signing, dating, and returning a later dated proxy or by voting in person at the Annual Meeting.

If you have any questions or require any assistance with your vote, please contact Okapi Partners LLC, which is assisting us, at its address and toll-free numbers listed below.

¹ The Company has not yet announced its nominees for election at the Annual Meeting. Once the Company announces its nominees and the number of seats up for election at the Annual Meeting, Starboard will make any necessary updates to this cover letter and the attached Proxy Statement, including removing one of Starboard’s nominees for election at the Annual Meeting if there are only three seats available for election at such Annual Meeting.

If you have any questions, require assistance in voting your WHITE proxy card, or need additional copies of Starboard’s proxy materials, please contact Okapi Partners at the phone numbers or email address listed below.

Okapi Partners LLC

1212 Avenue of the Americas, 24th Floor

New York, New York 10036

Stockholders may call toll-free: (855) 208-8901

Banks and brokers call: (212) 297-0720

E-mail: info@okapipartners.com

PRELIMINARY COPY SUBJECT TO COMPLETION
DATED JUNE 21, 2021

2021 ANNUAL MEETING OF STOCKHOLDERS
OF
BOX, Inc.
_________________________

PROXY STATEMENT
OF
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
_________________________

PLEASE SIGN, DATE AND MAIL THE ENCLOSED WHITE PROXY CARD TODAY

Starboard Value LP (“Starboard Value LP”), Starboard Value and Opportunity Master Fund Ltd (“Starboard V&O Fund”), Starboard Value and Opportunity S LLC (“Starboard S LLC”), Starboard Value and Opportunity C LP (“Starboard C LP”), Starboard Value and Opportunity Master Fund L LP (“Starboard L Master”), Starboard Value L LP (“Starboard L GP”), Starboard Value R LP (“Starboard R LP”), Starboard Value R GP LLC (“Starboard R GP”), Starboard X Master Fund Ltd (“Starboard X Master”), Starboard Value GP LLC (“Starboard Value GP”), Starboard Principal Co LP (“Principal Co”), Starboard Principal Co GP LLC (“Principal GP”), Jeffrey C. Smith and Peter A. Feld (collectively, “Starboard” or “we”) are significant stockholders of BOX, Inc., a Delaware corporation (“BOX” or the “Company”), who, together with the other participants in this solicitation, beneficially own in the aggregate approximately 8.0% of the outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company.

We are seeking to elect [four (4)] nominees to the Company’s Board of Directors (the “Board”) because we believe that the Board must be reconstituted to ensure that the interests of the common stockholders, the true owners of BOX, are appropriately represented in the boardroom. We have nominated directors who have strong, relevant backgrounds and who are committed to fully exploring all opportunities to unlock stockholder value. We are seeking your support at the Company’s 2021 Annual Meeting of Stockholders, scheduled to be held virtually on [__________], 2021, at [____] [_].m. (Pacific Time) (including any adjournments or postponements thereof and any meeting which may be called in lieu thereof, the “Annual Meeting”), which will be held online via a live interactive webcast on the internet, for the following purposes²:

² As of the date of this Proxy Statement, the Company’s proxy statement has not yet been filed with the Securities and Exchange Commission (the “SEC”). The proposal numbers in this Proxy Statement may not correspond to the proposal numbers that will be used in the Company’s proxy statement. Certain information in this Proxy Statement will be updated after the Company’s proxy statement is filed.

This Proxy Statement and the enclosed WHITE proxy card are first being furnished to stockholders on or about [___________], 2021.

According to the Company’s proxy statement, the Company has disclosed that the Annual Meeting will be held exclusively online via a live interactive webcast on the internet. You will not be able to attend the Annual Meeting in person at a physical location. In order to attend the Annual Meeting, you must pre-register by visiting [] by [ ] [ ].m. Pacific Daylight Time on [ ], 2021. Stockholders of record may vote at the virtual Annual Meeting or vote by proxy. Please see the “Virtual Meeting” section of this Proxy Statement for additional information.

The Company has a classified Board, which is currently divided into three (3) classes. We believe the terms of three (3) Class I directors expire at the Annual Meeting. We are seeking your support at the Annual Meeting to elect our [four (4)] nominees in opposition to the Company’s [three (3)] director nominees for the class with terms expiring at the 2024 Annual Meeting. Accordingly, the enclosed WHITE proxy card may only be voted for our Nominees and does not confer voting power with respect to any of the Company’s director nominees. See the “Voting and Proxy Procedures” section of this Proxy Statement for additional information. You can only vote for the Company’s director nominees by signing and returning a proxy card provided by the Company. Stockholders should refer to the Company’s proxy statement for the names, backgrounds, qualifications, and other information concerning the Company’s nominees. If elected, our Nominees will constitute a minority on the Board and there can be no guarantee that our Nominees will be able to implement any actions that they may believe are necessary to unlock stockholder value.

As of the date hereof, the members of Starboard and the Nominees collectively beneficially own 13,016,995 shares of Common Stock (the “Starboard Group Shares”). We intend to vote all of the Starboard Group Shares FOR the election of the Nominees, [FOR/AGAINST] an advisory (non-binding) proposal concerning the Company’s executive compensation program as described herein and [FOR] the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm. While we currently intend to vote all of the Starboard Group Shares in favor of the election of the Nominees, we reserve the right to vote some or all of the Starboard Group Shares for some or all of the Company’s director nominees, as we see fit, in order to achieve a Board composition that we believe is in the best interest of all stockholders. We would only intend to vote some or all of the Starboard Group Shares for some or all of the Company’s director nominees in the event it were to become apparent to us, based on the projected voting results at such time, that by voting the Starboard Group Shares we could help elect the Company nominee(s) that we believe are the most qualified to serve as directors and thus help achieve a Board composition that we believe is in the best interest of all stockholders. Stockholders should understand, however, that all shares of Common Stock represented by the enclosed WHITE proxy card will be voted at the Annual Meeting as marked.

The Company has set the close of business on ________, 2021 as the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”). The mailing address of the principal executive offices of the Company is 900 Jefferson Ave., Redwood City, California 94063.

According to the Company’s proxy statement, holders of record of shares of Common Stock and the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock” and together with the Common Stock, the “Voting Stock”), as of the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting. Holders of Common Stock and Series A Preferred Stock (on a fully converted basis) vote together as a single class on all matters at the Annual Meeting. Each outstanding share of Voting Stock is entitled to one vote on each matter to be voted upon at the Annual Meeting.

THIS SOLICITATION IS BEING MADE BY STARBOARD AND NOT ON BEHALF OF THE BOARD OF DIRECTORS OR MANAGEMENT OF THE COMPANY. WE ARE NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING OTHER THAN AS SET FORTH IN THIS PROXY STATEMENT. SHOULD OTHER MATTERS, WHICH STARBOARD IS NOT AWARE OF A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED WHITE PROXY CARD WILL VOTE ON SUCH MATTERS IN OUR DISCRETION.

STARBOARD URGES YOU TO SIGN, DATE AND RETURN THE WHITE PROXY CARD IN FAVOR OF THE ELECTION OF THE NOMINEES.

IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY COMPANY MANAGEMENT OR THE BOARD, YOU MAY REVOKE THAT PROXY AND VOTE ON EACH OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT BY SIGNING, DATING, AND RETURNING THE ENCLOSED WHITE PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING OR BY VOTING VIRTUALLY AT THE ANNUAL MEETING.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting—This Proxy Statement and our WHITE proxy card are available at
[______________________]

IMPORTANT

Your vote is important, no matter how few shares of Voting Stock you own. Starboard urges you to sign, date, and return the enclosed WHITE proxy card today to vote FOR the election of the Nominees and in accordance with Starboard’s recommendations on the other proposals on the agenda for the Annual Meeting.

Since only your latest dated proxy card will count, we urge you not to return any proxy card you receive from the Company. Even if you return the management proxy card marked “withhold” as a protest against the incumbent directors, it will revoke any proxy card you may have previously sent to us. Remember, you can vote for our [four (4)] Nominees only on our WHITE proxy card. So please make certain that the latest dated proxy card you return is the WHITE proxy card.

If you have any questions, require assistance in voting your WHITE proxy card, or need additional copies of Starboard’s proxy materials, please contact Okapi Partners at the phone numbers or email address listed below.

Okapi Partners LLC

1212 Avenue of the Americas, 24th Floor

New York, New York 10036

Stockholders may call toll-free: (855) 208-8901

Banks and brokers call: (212) 297-0720

E-mail: info@okapipartners.com

Background to the Solicitation

The following is a chronology of material events leading up to this proxy solicitation:

³ As of Q3 FY2021.

REASONS FOR THE SOLICITATION

We believe that BOX is deeply undervalued and that significant opportunities exist within the control of management and the Board to unlock substantial value for all stockholders. However, we believe that additional change is needed on the Board to enhance management oversight, provide renewed accountability, and ensure a focus on common stockholders’ interests. Since the Company’s IPO in January 2015, the Board has overseen poor operational and financial performance, as well as repeated failures to meet long-term targets. Yet, the Board has failed to take meaningful actions to challenge the status quo, which has led to BOX’s stock price performance significantly lagging both the software industry and the broader market during this time.

We invested in BOX due to the Company’s strong market position as the best-of-breed solution in cloud content management, as well as its significant valuation discount to peers due to years of missed expectations, poor results, and generally poor governance. Our investment thesis focused on a clear opportunity to drive profitable growth, improve capital allocation, and enhance governance in order to address the significant valuation gap between BOX and its closest peers. Unfortunately, despite repeated promises by management and the Board to address these issues over the past two years and to create stockholder value, performance has not sufficiently improved, and BOX is still deeply undervalued versus its peers.

It has now been more than two years since we first highlighted our concerns and perspectives regarding a litany of issues and opportunities at BOX. Despite our efforts to engage constructively, not enough progress has been made to put BOX on a better path. While we were pleased to reach an agreement on the appointment of new independent director candidates last year, it is now clear that those appointments have not created enough change. To make matters worse, the Company has made several poor capital allocation decisions, including its recent completion of 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 Annual Meeting in order to “buy the vote” and dilute the voice of common stockholders. It has become clear to us that further change on the Board is required to address the issues plaguing the Company and to ensure that the interests of common stockholders are appropriately represented in the boardroom.

We are therefore seeking your support to elect our slate of highly-qualified nominees, who we believe would not only bring significant and relevant experience to the Board, but also help restore credibility, demand accountability, and ensure a results-driven culture at BOX. Our nominees were carefully selected and possess experience and skillsets that directly address the current state of challenges, obstacles, and opportunities facing BOX.

The Board Has Overseen a Lack of Value Creation and Significant Relative Underperformance Since the Company’s IPO

Since the Company’s IPO, BOX has drastically underperformed the overall equity market, the broader software sector, and its own compensation peer group (the “Peer Group”), during what has generally been an incredibly favorable environment for public software companies. In fact, prior to Starboard’s public announcement that it would be seeking change at the upcoming Annual Meeting, BOX’s stock price was trading below the price at which it closed after its first day of trading following its IPO more than six years ago. As shown below, BOX underperformed its Peer Group by more than 400% and the broader software market by nearly 250% during this time⁴.

Source: Capital IQ, Bloomberg, Company filings. Prices adjusted for dividends. Market data as of April 30, 2021.

While BOX’s stock price performance has improved recently, we do not believe this performance is entirely indicative of fundamentals. We believe BOX’s stock price benefitted from M&A speculation earlier this year and confidence that our involvement and public pressure would catalyze further changes and improvements at BOX, as well as the Board’s more recent decision to approve a large share repurchase through a “Dutch auction” self-tender representing approximately 11.9% – 13.5% of the shares outstanding. As discussed below, we do not believe the self-tender in conjunction with the preferred equity financing is a prudent capital allocation decision, and we believe the Board is hoping that stockholders view the recent stock price appreciation, which we believe is largely driven by the factors above, as a reason to maintain the status quo at the upcoming Annual Meeting.

We believe further change is required on the Board to provide effective oversight of management, instill accountability in the boardroom, and ensure actions are taken to reverse the Company’s troubling history of underperformance and poor governance.

BOX Has a Track Record of Consistently Missing Expectations, Which We Believe Has Led To a Depressed Valuation

BOX’s history as a public company has been marked by consistently missed forecasts, repeatedly delayed promises of improving trends, and disappointing quarterly results, which has led to a lack of credibility with the investment community and the abysmal share price performance shown above.

⁴ Represents stock price performance through April 30, 2021, the last trading day prior to Starboard’s issuance of a public letter disclosing its intent to nominate directors and seek change at the Annual Meeting. Peer Group based on companies listed in BOX’s 10-K/A filed in May 2021. Stock price performance reflects dividends. Peer Group performance includes all Peer Group companies during the periods in which they were publicly traded since BOX’s IPO and reflects the Peer Group average.

BOX has an unfortunate track record of consistently missing and delaying its long-term revenue and revenue growth targets, which has significantly eroded credibility with investors. Since its IPO, BOX has fallen well short of its long-term financial targets time and time again, continually delaying and lowering targets after failing to meet its initial commitments. Below, we show just a few examples of long-term targets the Company has failed to meet (or is expected to fail to meet).

BOX now trades at one of the lowest revenue multiples in the software universe. In a golden era of software company performance and valuations, when many companies are growing rapidly, significantly expanding margins, and trading at or near all-time high stock prices and multiples, BOX unfortunately stands out as an outlier, particularly for a growing, cloud-native, highly recurring business. In fact, BOX now trades at the lowest multiple of 2022 revenue of any of the companies in its Peer Group. We believe this is indicative of a lack of credibility for future financial targets given years of repeated misses.

We believe BOX is significantly undervalued in the market today, with an opportunity to create substantial value for stockholders moving forward.

Despite Repeated and Consistent Promises of Reaccelerating Revenue Growth, BOX’s Performance Continues to Disappoint

Over the past two years, following the public disclosure of Starboard’s involvement, BOX’s management team has consistently promised a reacceleration of revenue growth.

Unfortunately, BOX has repeatedly failed to keep these promises. Revenue growth has only continued to decelerate. While management continues to state that BOX is well-positioned for significant growth and that a re-acceleration is on the horizon, these sentiments fail to match reality, with revenue growth expected to modestly decelerate again in FY2022 per management’s own guidance.

BOX’s expected growth rate also compares poorly to that of its Peer Group. Based on consensus expectations for CY2021, BOX’s revenue growth is expected to be below that of two-thirds of the companies in its Peer Group, despite having a cloud-native product offering that should address a significant need and large market opportunity.

We believe BOX has been significantly underperforming its potential as a public company over the past several years and that many of its issues are self-inflicted. BOX is well-positioned, with best-of-breed technology and a leading product portfolio in a growing market, and has an opportunity to take share from legacy, on-premise vendors. As a cloud-native content management platform, BOX should benefit from the digital transformations taking place at enterprises around the world in the current environment. Yet, despite these secular tailwinds and BOX’s strong competitive positioning, we believe the Company’s performance over the past year has been highly disappointing and does not reflect the strength of the Company’s technology position.

Unfortunately, despite what should have been a favorable environment for the Company, as noted above, BOX’s revenue growth trajectory has worsened over the course of the past several quarters. Q4 FY21 was the worst quarter of growth in the Company’s public history, and Q1 FY22 showed continued deceleration on a year-over-year basis.

We believe that this slowdown is at least partially explained by company-specific issues related to go-to-market, sales execution, and other factors. We believe these issues are largely addressable and that the Company can achieve improved revenue growth over time. Despite BOX’s massive stock price underperformance since its IPO, history of unkept promises, and continued slowdown of growth, we believe the Board has failed to take sufficient action to improve operations or hold management accountable for delivering on its commitments.

We Believe There Is a Significant Opportunity for Operational Improvement

Since our initial engagement with the Company, we have been focused on helping BOX achieve a better balance of growth and profitability. We have consistently and constructively engaged with BOX regarding the opportunities that we believe exist to significantly improve the Company’s operational performance. While BOX has taken some steps to improve operating margins, which we believe occured largely due to our repeated pressure and insistence, and aided by pandemic-related spending reductions, we believe that there are still many opportunities to improve margins and drive improved revenue growth at BOX.

Over the past two years, we have highlighted numerous opportunities to improve operations and create stockholder value, including, but not limited to, improving go-to-market strategy, sales execution, and sales force productivity; improving the overall cost structure of the business, including by optimizing the Company’s workforce location strategy; and addressing performance issues in the EMEA region.

We have been disappointed by the Company’s lack of progress on these, and other, opportunities over the past two years. Despite optimistic forecasts and commitments made by the management team, as shown in the table below, BOX has failed to execute on many of these operational opportunities.

We strongly believe that BOX can both grow faster and be significantly more profitable than it is today. We believe our nominees, if elected, would be incredibly helpful to the Board and management team in identifying these opportunities and ensuring execution against these objectives. We look forward to sharing our detailed views on the opportunities for operational improvement at BOX with our fellow stockholders in the coming weeks and months.

BOX’s Excessive Stock-Based Compensation Leads to Outsized Dilution for Common Stockholders

We believe BOX’s valuation and market perception is negatively impacted by its extremely high levels of stock-based compensation. While the Company touts its Adjusted Operating Margin of 15% in FY2021 and is guiding to an Adjusted Operating Margin of 18.0-18.5% in FY2022, this metric does not account for the Company’s massive stock-based compensation expense – an issue that continues to exist despite two years of stockholder feedback and pressure. In FY2021, stock-based compensation expense was approximately 20% of revenue, which means that operating income after accounting for this expense was still negative.

The recognized expense and dilution from the growth in shares outstanding comes at a real cost. Due to the Company’s poor financial and operating performance, as well as its lack of credibility with investors, BOX trades at the lowest multiple of revenue in its Peer Group. Coupled with the fact that BOX’s stock-based compensation expense is approximately 20% of revenue, BOX’s stock-based compensation expense as a percentage of market capitalization is more than double the peer median.

In our view, the current level of stock based compensation is not tenable for a company with BOX’s current growth profile and valuation. This exorbitant dilution directly and adversely impacts common stockholders, and we believe the Company’s massive stock-based compensation expense is a contributing factor to its depressed valuation multiple. Issuing 20% of revenue each year in equity compensation while only growing revenue approximately 10% in FY2022 is clearly dilutive to stockholder value and not sustainable. We have highlighted this issue to BOX for the past two years and not enough has been done to remediate this significant problem.

The Company Recently Executed Two Financings That We Believe Were Unnecessary and Not in the Best Interests of Stockholders

Over the past two years, we have continuously attempted to work with the Company privately and constructively to drive positive changes at BOX. As such, we have been deeply disappointed that despite these attempts to work collaboratively, BOX has not taken a similar approach towards meaningfully engaging with us, instead completing two financings that we believe were not in common stockholders’ best interests.

In January 2021, BOX raised $345 million through the issuance of convertible debt and stated that it was examining potential acquisitions. We communicated privately to the Board at that time that the convertible debt financing was unnecessary, as the Company already had $225 million of net cash on its balance sheet, available capacity on its revolving credit facility, access to debt markets on an as-needed basis, and was generating positive free cash flow every quarter.

In February 2021, BOX announced the acquisition of SignRequest for $55 million, with $45 million of the purchase price to be paid in cash, and later disclosed that it had also purchased Cloud FastPath in February 2021 for $15 million. So, since completing a transaction to raise $345 million, BOX has completed two small acquisitions for an aggregate cash purchase price of $60 million⁵, further illustrating that the Company did not need to raise capital.

In fact, as the Company reported a few weeks later, BOX generated $41 million of free cash flow in Q4 FY2021, meaning that the Company could have funded the majority of the cash purchase price of both acquisitions from Q4 FY2021 free cash flow alone. Instead, BOX chose to raise an unnecessary $345 million, which led to the Company incurring more than $8.5 million of issuance costs and spending almost $30 million on capped calls in an attempt to limit dilution for stockholders⁶. To be clear, this potential dilution risk only exists because the Company chose to do this unnecessary financing.

To make matters significantly worse, in early April 2021, BOX announced a $500 million investment in the Company led by KKR in the form of convertible preferred equity (the “KKR Financing”). The preferred equity carries voting rights and votes on an as-converted basis. We believe the KKR Financing has no bona fide business purpose and was done solely to entrench the Board and “buy the vote” ahead of a potential election contest with Starboard.

Following the $345 million convertible debt issuance and the subsequent acquisitions but prior to the KKR Financing, BOX had approximately $535 million of cash on its balance sheet and also publicly disclosed that it expected to generate approximately $170 million of free cash flow in FY2022⁷. We believe this should have provided plenty of available liquidity for both acquisitions and buybacks; however, despite this significant and growing cash position, BOX still chose to execute the KKR Financing, which now leaves the Company with an estimated cash balance of greater than $1 billion, representing more than 25% of the Company’s current market capitalization.

We believe the Board recognized there was no valid business rationale for maintaining such a high cash balance and decided to use the proceeds from the KKR Financing to conduct a “Dutch auction” self-tender to repurchase $500 million of its common stock, which BOX announced concurrently with the KKR Financing. We believe it is transparently obvious that the Company’s goal in completing the KKR Financing was simply to substitute common stockholders who have the ability to vote as they wish with preferred investors who were legally bound to vote in accordance with the Board’s recommendations.

We fail to see how the KKR Financing and proposed “Dutch auction” share repurchase benefit common stockholders. The preferred equity carries a 3% dividend rate, significantly higher than the 0% interest rate on the convertible debt raised just a few months earlier. As a result, the Company will be paying $15 million in annual dividends for money that we believe it did not need and for which it has no use. More recently, the Company has disclosed its intention to pay the dividend in common stock, further increasing the annual dilution for existing stockholders. Based on the proposed range for the “Dutch auction” repurchase, BOX is only minimally reducing the share count on a net basis – in fact, BOX could have achieved the same reduction in share count by not executing the KKR Financing and simply repurchasing approximately $23-$79 million of stock using readily available cash from its balance sheet. This range does not even take into account the transaction costs associated with the KKR Financing and self-tender, which would further reduce the breakeven point. If we assume that the issuance costs for the preferred equity financing are in-line with the convertible debt financing as a percentage of gross proceeds, we can estimate the issuance costs to be $12.5 million. This means that the Company only needed to repurchase $11-$66 million of stock to replicate the financial impact from the KKR Financing, which would have also allowed it to avoid an annual dividend payment of $15 million and a $500 million liability that must be repaid if the stock price is not above $27.00 by May 2028. Under almost every scenario, we believe the KKR Financing and related self-tender are dilutive to common stockholders when viewed holistically.

⁵ Source: Company filings.

⁶ Source: Company filings.

⁷ Source: Company transcript.

Source: Company filings, Bloomberg. Market data as of June 18, 2021.

When combining this latest convertible preferred equity with the previously completed convertible notes, in downside scenarios, the Board has now created $845 million in liabilities in exchange for raising unnecessary capital. Company boards must evaluate a range of scenarios, including those in which the company does not achieve its desired outcomes – either because the company does not achieve its plan, the market does not react favorably to its results, or something happens outside the company’s control. We believe the adverse consequences of these financing transactions in downside scenarios far outweigh the benefits of their stated purpose, especially as BOX does not appear to have any true operational use for the capital. This leads us to seriously question the Board’s judgement and consider whether there were ulterior motives for these transactions, particularly the KKR Financing and related self-tender announced in April.

In fact, we were not alone in questioning the Board’s actions as it relates to the KKR Financing. In May 2021, there was a class action lawsuit filed in Delaware Chancery Court against the Board by the Building Trades Pension Fund of Western Pennsylvania. The Complaint alleged that the Board breached its fiduciary duties in approving the KKR Financing and sought an injunction blocking enforcement of the voting provision with KKR. The filing of the Complaint was a rather extraordinary action involving serious allegations against directors who appear to have acted out of an entrenchment motive in completing the ill-advised KKR Financing. We are concerned that these directors approved such an egregious, defensive transaction without seeming to have considered its highly problematic implications.

One day after the Complaint was filed, the Board abruptly and reactively eliminated the voting obligations for the investors in the KKR Financing, effectively acknowledging (notwithstanding the public denial of wrongdoing), in our view, that the Board made a serious misstep with the KKR Financing while revealing its true intention was simply to “buy the vote” and entrench the Board ahead of a potential election contest with Starboard.

We would ask our fellow stockholders to consider a simple question – was there any valid business purpose for the Company or material benefit to common stockholders in completing the KKR Financing?

We believe the answer is clearly no and should highlight the true motive of this egregious and entirely unnecessary KKR Financing, while also raising questions about the Board’s ability and willingness to focus on the best interests of common stockholders.

We believe the Board’s original intent in consummating the KKR Financing is clear and simple: to dilute the vote of common stockholders who have suffered through years of poor returns by placing more than 10% of the vote in the hands of new preferred investors who were contractually obligated to vote in accordance with the Board’s recommendations. These preferred investors were given a preferential instrument with better terms than the common shares we all own in exchange for providing their guaranteed vote of support for the Board. We believe the Board’s sudden about-face in eliminating the voting obligations only serves to raise more questions regarding the Board’s true motives and does not change the reality of the Board’s egregious and entrenchment-focused actions.

We Believe That Direct Common Stockholder Representation on the Board Is Necessary and Starboard Has a Strong Track Record of Representing Common Stockholders

We strongly believe that common stockholders need direct representation on the Board in order to ensure that our collective interests are being actively protected and represented. The Board has overseen persistent and significant underperformance for far too long and is now asking us all to trust the status quo. As we have illustrated in our prior letters to stockholders and in this proxy statement, we believe the Board’s lack of action to drive improved accountability and create long-term value, coupled with concerning governance practices and the recently completed, ill-advised KKR Financing, makes it clear that maintaining the status quo and hoping this time is finally different is not a viable solution.

We believe the common stockholders, as the true owners of the Company, need to have a strong voice at the Board level. Such a voice promotes greater accountability and creates an environment that forces other directors to consider new and innovative ways to positively impact stockholder value. We believe a culture focused on long-term value creation and stockholder accountability requires placing stockholder representatives on the Board who have a significant financial commitment to the Company along with relevant experience. This requirement ensures the proper alignment of interests between the Board and stockholders.

Furthermore, Mr. Levie has specifically mentioned the benefits that he and the Board believe exist as a result of having investor representation on the Board.

We believe Starboard meets every criteria that Mr. Levie mentions in his quote, but we are also seeking to hold management and the Board accountable for the subpar results and stockholder returns the Company has generated over the last six years.

Unfortunately, the Company now seems determined to proceed with an expensive and time consuming election contest to keep common stockholders from having a direct representative on the Board, despite our willingness and commitment to work collaboratively with the Board and management in a minority capacity to drive the Company forward.

We Have Severe Concerns Regarding the Company’s Executive Compensation

We have significant concerns regarding BOX’s executive compensation practices. The Company’s disclosure regarding its compensation programs raises many questions regarding not only the Board’s ability to create appropriate compensation programs, but also its focus on aligning compensation with stockholder returns. The Company only identifies three named executive officers (NEOs), which is fewer than 15 of the 17 companies in its Peer Group. The lack of disclosure with regard to the named executive officers makes it difficult to determine if key decision makers at the Company are properly incentivized to create stockholder value.

Furthermore, we believe there are issues with the Company’s annual incentive compensation program. In recent years, the Company has made the decision to pay this annual incentive compensation in the form of fully-vested RSUs, which are effectively freely tradeable stock, rather than the typical practice of paying these bonuses in cash. Concerningly, one of the two target metrics for the annual incentive compensation is non-GAAP operating income, which excludes stock-based compensation. As such, it appears as if the Company is artificially inflating its non-GAAP operating income, thereby increasing bonus attainment, by replacing cash compensation with freely tradeable stock, while at the same time further diluting common stockholders.

We also have significant concerns regarding the Company’s long-term equity compensation plans. We do not believe the Compensation Committee of the Board has set adequate criteria to align executives’ equity compensation with long-term value creation. In FY2020, the Board issued performance stock options with a vesting criteria of a 25% increase in stock price in a four year period, relative to the trailing 30-trading day average closing price as of the grant date. This equates to a less than 6% annualized return. We fail to see how the Board could believe that incentivizing and rewarding executives for achieving such meager returns would align with stockholders’ interests.

To make matters worse, in FY2021, the Compensation Committee revised the long-term equity compensation plan to be comprised solely of time-based RSUs. This effectively means that in order for the Company’s CFO and COO to receive millions of dollars of incentive compensation, they must simply remain employed for the next four years. For reasons we cannot begin to understand, the Board actively chose to eliminate any tie between stockholder value creation and equity compensation for executive officers. We believe these actions indicate either a complete lack of understanding about how to create targeted and effective long-term incentive compensation programs or a stunning disregard for aligning compensation with stockholder returns. To us, these types of unambitious and anemic goals indicate a culture, permeated by the Board, which is not competitive and performance-driven, but is instead willing to accept mediocrity.

We Continue to Have Concerns with the Company’s Corporate Governance Practices

Despite some of the recent actions taken by the Board, such as the separation of the Chair & CEO roles, many of which we have urged the Board to consider, we continue to have concerns with various aspects of the Company’s governance structure. Specifically, stockholders are prohibited from taking action by written consent, are barred from calling special meetings, and cannot fill vacancies on the Board, which we believe severely limits the ability of stockholders to effect change at BOX. For a Company that has repeatedly discussed its commitment to good corporate governance in recent times, it is surprising that the Board has apparently failed to implement two of the most important stockholder rights – the ability to act by written consent and the ability to call a special meeting – both of which are widely considered best-in-class corporate governance practices.

BOX also has other governance provisions that are generally viewed as being stockholder-unfriendly. The Board is classified, meaning its directors are only subject to re-election by stockholders once every three years. We believe the ability of stockholders to select directors each year is an important check on the performance of the Board and is critical in allowing regular stockholder input on the direction and state of the Company. In addition, BOX requires a supermajority vote to amend certain provisions of its Amended and Restated Certificate of Incorporation (the “Charter”) and Amended and Restated Bylaws (the “Bylaws”).

Primarily as a result of the draconian supermajority voting provision and the classified Board structure, Institutional Shareholder Services (“ISS”), a leading independent proxy advisory firm, has recommended WITHHOLD votes on every incumbent director who has served on the Board for at least one year since 2016, the first year following the Company’s IPO. During our settlement discussions with the Company in 2020, we strongly urged the Board to remove the supermajority vote requirement to amend certain provisions of the Charter and Bylaws, but the Board was adamant in its opposition to our request.

In addition, prior to our involvement, Mr. Smith, the Company’s CFO, served on the Board. As a general practice, even for well-performing companies, it is generally considered poor governance for the CFO of a publicly traded company to serve on the Board of the Company for which he or she is the CFO. In fact, Glass, Lewis & Co. (“Glass Lewis”), a leading independent proxy advisory firm, highlighted this issue every year from 2015 – 2019 and even recommended a WITHHOLD vote on Mr. Smith in 2017, the only year during the Company’s public history in which he was up for election. Glass Lewis consistently stated the following regarding his service on the Board:

“Director Smith serves as CFO of the Company. We believe that the unique financial information and control over a company's finances that is typical for a CFO should place the CFO in the position of reporting to and not serving on the board. It is crucial for the board to be in the position of overseeing the Company's finances and its reporting. This oversight is likely to be more complicated and less rigorous when the CFO sits on the same board to which they report.”

Despite this consistent critique and the inherent conflict in the CFO serving as a director, the Board did not take any actions to address this issue. It was not until we reached an agreement with BOX in 2020 that Mr. Smith departed from the Board, as a result of our repeated pressure and insistence. Unfortunately, we believe this aligns with the Board’s troubling pattern of only making reactionary changes when forced to act and later claiming credit as stewards of good corporate governance.

While the Board has touted its commitment to improving the Company’s governance practices to best-in-class standards, actions speak louder than words, and we are struck by the Board’s apparent reticence to take actions that may give common stockholders more rights and more of a voice, while actively taking steps to dilute their voting power and ability to drive change.

We Believe There Is a Better Path Forward for BOX

While BOX has experienced significant challenges, we believe its poor financial and stock price performance has created a unique opportunity to invest in a market leader that can deliver outstanding returns to stockholders. BOX is fundamentally a great company with promising future prospects.

We have made a concerted effort to be helpful as a public stockholder for the past two years. Unfortunately, that has not been enough. The Board has overseen continued underperformance, but has largely maintained the status quo, and most recently, the Company completed a defensive, stockholder-unfriendly preferred equity financing in the face of stockholder pressure. We believe further change is required and warranted on the Board in order to provide fresh perspectives, renewed accountability to stockholders, and importantly, the objectivity and perspective to make difficult decisions without the burden of attachment to the past. We believe that common stockholders need direct representation on the Board.

We believe our continued involvement is critical to ensure that BOX has the appropriate oversight to help guide the Company through a transformation that would put it on the right path towards becoming a best-in-class software company, rather than a company merely hoping to achieve mediocre performance. We believe that you will find the team of professionals we are nominating to be incredibly well-qualified to serve as directors of BOX. Over the coming weeks and months, we intend to share our detailed views on, and plans for, BOX and look forward to engaging with you as we approach the upcoming Annual Meeting.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Company currently has a classified Board, which is divided into three (3) classes. The directors in each class are elected for terms of three (3) years so that the term of office of one (1) class of directors expires at each annual meeting of stockholders. We believe the terms of three (3) Class I directors expire at the Annual Meeting. We are seeking your support at the Annual Meeting to elect our [four (4)] Nominees, [Deborah S. Conrad, Peter A. Feld, John R. McCormack and Xavier D. Williams], in opposition to the Company’s [three (3)] director nominees for terms ending in 2024. Your vote to elect our Nominees will have the legal effect of replacing [three (3)] incumbent directors of the Company with our Nominees. If elected, our Nominees will represent a minority of the members of the Board, and therefore it is not guaranteed that they will be able to implement any actions that they may believe are necessary to enhance stockholder value. There is no assurance that any incumbent director will serve as a director if our Nominees are elected to the Board. You should refer to the Company’s proxy statement for the names, background, qualifications and other information concerning the Company’s nominees.

THE NOMINEES

The following information sets forth the name, age, business address, present principal occupation, and employment and material occupations, positions, offices, or employments for the past five years of each of the Nominees. The nominations were made in a timely manner and in compliance with the applicable provisions of the Company’s governing instruments. The specific experience, qualifications, attributes and skills that led us to conclude that the Nominees should serve as directors of the Company are set forth above in the section entitled “Reasons for the Solicitation” and below. This information has been furnished to us by the Nominees. All of the Nominees are citizens of the United States.

Deborah S. Conrad, age 59, currently serves as the Interim Chief Marketing Officer at NovaSignal Corporation, a medical technology company, since May 2020. Since January 2020, Ms. Conrad also serves as a Strategic Advisor at Grand Rounds Health, Inc., a healthcare technology company where she previously served as Senior Vice President and Chief Marketing Officer, from September 2018 to January 2020. Prior to that, Ms. Conrad served as the Chief Marketing and Revenue Officer at Globality, Inc., a business to business services marketplace, from November 2016 to October 2017 and as the Chief Marketing Officer-in-Residence and Managing Partner at West, a venture studio, from September 2014 to September 2015. Previously, Ms. Conrad had an extensive career spanning 27 years at Intel Corporation (NASDAQ: INTC) (“Intel”), a global manufacturing and technology company, where she held senior positions of increasing responsibility across multiple areas, including marketing, communications, brand management and business development, culminating in her role as Corporate Vice President and Chief Marketing Officer, from May 2008 to May 2014. Ms. Conrad currently serves as an Executive Advisory Board Member for BioIQ, Inc., a healthcare technology company, since November 2020. Ms. Conrad also has extensive private board experience, having previously served on the Board of Directors of each the following, Intel Edtech Accelerator, a partner to companies in the education industry established by Intel, from June 2015 to December 2017; Samasource (n/k/a Sama), a data production company for artificial intelligence and machine learning, from June 2014 to June 2019; Superfly, a New York based marketing and event company, from October 2014 to April 2019; Cowboy Ventures LLC, a venture capital firm supporting seed-stage technology companies, from July 2014 to July 2019; and the Intel Foundation, a private corporate foundation established by Intel, from May 2008 to May 2014. Ms. Conrad also served as an Intel Capital Board Observer at Care Innovations, an Intel & GE Healthcare joint venture, from March 2013 to April 2014. Additionally, Ms. Conrad previously served on the Board of Directors of ArtSpan, a nonprofit organization serving as a platform for artists, from August 2014 to December 2019, the Association of National Advertisers, a trade organization that represents the advertising industry, from October 2011 to April 2014 and the AD Council, a nonprofit organization that produces public service announcements, from January 2009 to April 2014.

Starboard believes Ms. Conrad’s extensive leadership experience in the global technology industry and her expertise in marketing as a result of her significant executive-level marketing roles would make her a valuable addition to the Board.   

Peter A. Feld, age 42, is a Managing Member and Head of Research of Starboard Value LP, a New York-based investment adviser with a focused and fundamental approach to investing primarily in publicly traded U.S. companies, a position he has held since April 2011. From November 2008 to April 2011, Mr. Feld served as a Managing Director of Ramius LLC and a Portfolio Manager of Ramius Value and Opportunity Master Fund Ltd. From February 2007 to November 2008, he served as a director at Ramius LLC. Mr. Feld currently serves as Chair of the Board of Directors of GCP Technologies Inc. (NYSE: GCP), a leading specialty construction chemicals and building products company, since June 2020 and as a member of the Board of Directors of each of Magellan Health, Inc. (NASDAQ: MGLN), a healthcare company, since March 2019 and NortonLifeLock Inc. (f/k/a Symantec Corporation) (NASDAQ: NLOK), a cybersecurity software and services company, since September 2018. He previously served as a member of the Board of Directors of each of AECOM (NYSE: ACM), a multinational infrastructure firm, from November 2019 to June 2020, Marvell Technology Group Ltd. (NASDAQ: MRVL), a leader in storage, networking and connectivity semiconductor solutions, from May 2016 to June 2018, The Brink’s Company (NYSE: BCO), a global leader in security-related services, from January 2016 to November 2017, Insperity, Inc. (NYSE: NSP), an industry-leading HR services provider, from March 2015 to June 2017, Darden Restaurants, Inc. (NYSE: DRI), a full-service restaurant company, from October 2014 to September 2015, Tessera Technologies, Inc. (formerly NASDAQ: TSRA) (n/k/a Xperi Corporation), a leading product and technology licensing company, from June 2013 to April 2014, and Integrated Device Technology, Inc. (NASDAQ: IDTI), a company that designs, develops, manufactures and markets a range of semiconductor solutions for the advanced communications, computing and consumer industries, from June 2012 to February 2014. Mr. Feld received a BA in Economics from Tufts University.

Starboard believes Mr. Feld’s extensive knowledge of the capital markets, corporate finance, and public company governance practices as a result of his investment experience, together with his significant public company board experience, would make him a valuable asset to the Board.

John R. McCormack, age 62, currently serves as an Operating Partner at TELEO Capital Management LLC, a private equity firm focused on the software technology, healthcare IT, business services and industrial sectors, since February 2020. Prior to that, Mr. McCormack was an Operating Executive at Marlin Equity Partners (“Marlin”), a global investment firm, from October 2016 to December 2019. While at Marlin, Mr. McCormack led the firm’s investment and acquisition of AppRiver, a software security company, where he served as Chief Executive Officer and Chairman of the Board of Directors, from October 2017 to February 2019, until it was acquired by the Zix Corporation (NASDAQ: ZIXI). Mr. McCormack served as Interim Chief Executive Officer, from May 2017 to April 2018, and as Chairman of the Board of Directors, from January 2017 to July 2018 at Fidelis Cybersecurity, a leading provider of computer and network security. Mr. McCormack served in various capacities and positions of increasing responsibility at Forcepoint LLC (f/k/a Raytheon/Websense, Inc. (previously NASDAQ: WBSN)), a cybersecurity company, culminating in his role as Chief Executive Officer, from January 2013 to April 2016 and as an Advisor to the Board of Directors, from April 2016 to December 2016. Mr. McCormack served as the Vice President of Engineering, Client Security, at the Symantec Corporation (n/k/a NortonLifeLock Inc.) (NASDAQ: NLOK) (“NortonLifeLock”), a cybersecurity software and services company, from 2005 to 2006. Prior to that, he served as Senior Vice President of Development at Sygate Technologies Inc., a provider of networking and security technologies, from 2004 until it was acquired by NortonLifeLock in 2005. Mr. McCormack currently serves on the Board of Directors of Ping Identity Holding Corp. (NYSE: PING), a software company providing identity security for digital enterprise, since June 2016. Mr. McCormack also serves an Investor and the Chairman of the Board of Directors of NeuShield, Inc., a privately held software company that provides data protection, since March 2021. He also serves on the Board of Directors of privately held Forcepoint LLC, since April 2021. Mr. McCormack previously served on the Board of Directors of privately held Identity Engines, a developer of identity-based solutions for securing enterprise networks, from 2004 to 2007. Mr. McCormack holds a B.S. in Computer Science from the University of New Hampshire, a M.S. in Information Management from George Washington University and a Global CEO Certification in International and Global Studies from The Wharton School of Business at the University of Pennsylvania.

Starboard believes that Mr. McCormack’s significant senior executive and management experience in the technology industry, coupled with his knowledge of corporate governance as result of his extensive advisory work and board service, makes him well qualified to serve on the Board.

Xavier D. Williams, age 53, currently serves as the Chief Executive Officer of American Virtual Cloud Technologies, Inc. (NASDAQ: AVCT), a leading cloud communications and information technology services provider, since October 2020, where he also serves on the Board of Directors. Previously, Mr. Williams had an extensive career spanning almost 30 years at AT&T Inc. (“AT&T”) (NYSE: T), a multinational telecommunications company and telephone services provider, where he served in various capacities and positions of increasing responsibility, across multiple areas, including finance, product management, strategy, sales, human resources, global operations and customer service, culminating in his role as President of AT&T’s Public Sector & First Net, from July 2020 to September 2020. Mr. Williams has received several awards, including an Honorary Doctorate from the Edinboro University of Pennsylvania, the AT&T Chairman’s Diversity Award, the Eagle Award for outstanding leadership from the National Eagle Leadership Institute, and the USA Freedom Corps’ Award for Dedication to Volunteer Services. In addition, Mr. Williams has been recognized as one of the Top 100 Most Influential Blacks in Corporate America by Savoy magazine, one of the Most Powerful Executives in Corporate America by Black Enterprise magazine, one of the Top 100 Under 50 Executive Leaders by Diversity MBA magazine, and one of the Wash100 leaders in government contracting by Executive Mosaic (an international leadership organization). Mr. Williams holds a B.S. in Business Administration from Edinboro University of Pennsylvania and an M.B.A. from the University of Pittsburgh’s Katz School of Business.

Starboard believes that Mr. Williams’ substantial leadership and veteran experience in the technology and telecommunications industries would make him a valuable member of the Board.

The principal business address of Ms. Conrad is 49 Jennings Lane, Atherton, California 94027. The principal business address of Mr. Feld is 777 Third Avenue, 18^th Floor, New York, New York 10017. The principal business address of Mr. McCormack is 1210 Rainbow Bnd, Austin, Texas 78703. The principal business address of Mr. Williams is 1720 Peachtree Street, Suite 629, Atlanta, Georgia 30309.

As of the date hereof, Mr. Feld does not directly own or of record any securities of the Company. Mr. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to beneficially own the [13,013,663] shares of Common Stock beneficially owned in the aggregate by Starboard as further explained elsewhere in this Proxy Statement. For information regarding transactions in securities of the Company during the past two years by Starboard, please see Schedule I attached hereto.

As of the date hereof, Ms. Conrad directly beneficially owns 1,082 shares of Common Stock. Ms. Conrad purchased the shares of Common Stock with personal funds in the open market. For information regarding transactions in securities of the Company during the past two years by Ms. Conrad, please see Schedule I.

As of the date hereof, Mr. McCormack directly beneficially owns 1,150 shares of Common Stock. Mr. McCormack purchased the shares of Common Stock with personal funds in the open market. For information regarding transactions in securities of the Company during the past two years by Mr. McCormack, please see Schedule I.

As of the date hereof, Mr. Williams directly beneficially owns 1,100 shares of Common Stock. Mr. Williams purchased the shares of Common Stock with personal funds in the open market. For information regarding transactions in securities of the Company during the past two years by Mr. Williams, please see Schedule I.

Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master, Starboard L GP, Starboard R LP, Starboard R GP, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, Mr. Smith, and the Nominees (collectively, the “Group”) entered into a Joint Filing and Solicitation Agreement in which, among other things, (i) the Group agreed to solicit proxies or written consents for the election of the Nominees, or any other person(s) nominated by Starboard V&O Fund, to the Board at the Annual Meeting, (ii) the Group agreed to take all other action the Group deems necessary or advisable to achieve the foregoing, and (iii) Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master, and Starboard Value LP through the Starboard Value LP Account agreed to bear all expenses incurred in connection with the Group’s activities, including approved expenses incurred by any of the parties in connection with the solicitation, subject to certain limitations.

Each of the Nominees, as a member of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the shares of Common Stock owned in the aggregate by the other members of the Group. Each of the Nominees specifically disclaims beneficially ownership of the shares of Common Stock owned by the other members of the Group. For information regarding purchases and sales of securities of the Company during the past two years by the participants in this solicitation, see Schedule I.

Starboard V&O Fund has signed separate letter agreements with each of the Nominees (other than Mr. Feld) pursuant to which it and its affiliates have agreed to indemnify such Nominees against certain claims arising from the solicitation of proxies from the Company’s stockholders in connection with the Annual Meeting and any related transactions. For the avoidance of doubt, such indemnification does not apply to any claims made against such Nominees in their capacities as directors of the Company, if so elected.

Starboard V&O Fund has signed compensation letter agreements (the “Compensation Letter Agreements”) with each of the Nominees (other than Mr. Feld), pursuant to which it has agreed to pay each of such Nominees: (i) $25,000 in cash as a result of the submission by Starboard V&O Fund of its nomination of each of such Nominees to the Company and (ii) $25,000 in cash upon the filing by Starboard V&O Fund of a definitive proxy statement with the SEC relating to the solicitation of proxies in favor of such Nominees’ election as directors of the Company. Pursuant to the Compensation Letter Agreements, each of such Nominees has agreed to use the after-tax proceeds from such compensation to acquire securities of the Company (the “Nominee Shares”) at such time that each of such Nominees shall determine, but in any event no later than fourteen (14) days after receipt of such compensation, subject to Starboard V&O Fund’s right to waive the requirement to purchase the Nominee Shares. Pursuant to the Compensation Letter Agreements, each of such Nominees has agreed not to sell, transfer or otherwise dispose of any Nominee Shares until the earliest to occur of (i) the Company’s appointment or nomination of such Nominee as a director of the Company, (ii) the date of any agreement with the Company in furtherance of such Nominee’s nomination or appointment as a director of the Company, (iii) Starboard V&O Fund’s withdrawal of its nomination of such Nominee for election as a director of the Company, and (iv) the date of the Annual Meeting; provided, however, in the event that the Company enters into a business combination with a third party, each of such Nominees, may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination.

Starboard believes that each Nominee presently is, and if elected as a director of the Company, each of the Nominees would be, an “independent director” within the meaning of (i) applicable New York Stock Exchange (“NYSE”) listing standards applicable to board composition and (ii) Section 301 of the Sarbanes-Oxley Act of 2002. Notwithstanding the foregoing, Starboard acknowledges that no director of a NYSE listed company qualifies as “independent” under the NYSE listing standards unless the board of directors affirmatively determines that such director is independent under such standards. Accordingly, Starboard acknowledges that if any Nominee is elected, the determination of the Nominee’s independence under the NYSE listing standards ultimately rests with the judgment and discretion of the Board. No Nominee is a member of the Company’s compensation, nominating or audit committee that is not independent under any such committee’s applicable independence standards.

Other than as stated herein, and except for compensation received by Mr. Feld as an employee of Starboard Value LP, there are no arrangements or understandings between Starboard and any of the Nominees or any other person or persons pursuant to which the nomination of the Nominees described herein is to be made, other than the consent by each of the Nominees to be named in this Proxy Statement and to serve as a director of the Company if elected as such at the Annual Meeting.  None of the Nominees is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries in any material pending legal proceedings.

We do not expect that any of the Nominees will be unable to stand for election, but, in the event any Nominee is unable to serve or for good cause will not serve, the shares of Voting Stock represented by the enclosed WHITE proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under the Bylaws and applicable law. In addition, we reserve the right to nominate substitute person(s) if the Company makes or announces any changes to the Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any Nominee, to the extent this is not prohibited under the Bylaws and applicable law. In any such case, shares of Voting Stock represented by the enclosed WHITE proxy card will be voted for such substitute nominee(s). We reserve the right to nominate additional person(s), to the extent this is not prohibited under the Bylaws and applicable law, if the Company increases the size of the Board above its existing size or increases the number of directors whose terms expire at the Annual Meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Starboard that any attempt to increase the size of the current Board or to reconstitute or reconfigure the classes on which the current directors serve, constitutes an unlawful manipulation of the Company’s corporate machinery.

WE URGE YOU TO VOTE FOR THE ELECTION OF THE NOMINEES ON THE ENCLOSED WHITE PROXY CARD.

PROPOSAL NO. 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

As disclosed in the Company’s proxy statement, under Section 14A of the Exchange Act, the Company’s stockholders are entitled to vote on a proposal to approve on an advisory (non-binding) basis, the compensation of the named executive officers. This proposal, commonly known as a “say-on-pay” proposal, is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive officers and the philosophy, policies and practices described in the Company’s proxy statement. Accordingly, the Company is asking stockholders to vote for the following resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to the named executive officers, as disclosed in the proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, compensation tables and narrative discussion, and other related disclosure.”

According to the Company’s proxy statement, the advisory vote on this proposal is not binding upon the Company, however, the Company’s Board and Compensation Committee, which is responsible for designing and administering its executive compensation program, will consider the outcome of the vote when making future compensation decisions for its named executive officers.

[WE MAKE NO RECOMMENDATION WITH RESPECT TO THIS PROPOSAL] AND INTEND TO VOTE OUR SHARES [“FOR”/”AGAINST”] THIS PROPOSAL.

PROPOSAL NO. 3

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As discussed in further detail in the Company’s proxy statement, the Company has proposed that stockholders ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2022. Additional information regarding this proposal is contained in the Company’s proxy statement.

WE MAKE NO RECOMMENDATION WITH RESPECT TO THIS PROPOSAL AND INTEND TO VOTE OUR SHARES [“FOR”] THIS PROPOSAL.

VOTING AND PROXY PROCEDURES

According to the Company’s proxy statement, holders of Common Stock and Series A Preferred Stock (on a fully converted basis) vote together as a single class on all matters at the Annual Meeting. Only stockholders of record on the Record Date will be entitled to notice of and to vote at the Annual Meeting. Stockholders who sell their shares of Voting Stock before the Record Date (or acquire them without voting rights after the Record Date) may not vote such shares of Voting Stock. Stockholders of record on the Record Date will retain their voting rights in connection with the Annual Meeting even if they sell such shares of Voting Stock after the Record Date.

Shares of Voting Stock represented by properly executed WHITE proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, will be voted FOR the election of the Nominees, [FOR/AGAINST] an advisory (non-binding) proposal concerning the Company’s executive compensation program, and [FOR] the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm, and in the discretion of the persons named as proxies on all other matters as may properly come before the Annual Meeting, as described herein.

According to the Company’s proxy statement for the Annual Meeting, the current Board intends to nominate [three (3)] candidates for election at the Annual Meeting. This Proxy Statement is soliciting proxies to elect only our Nominees. Accordingly, the enclosed WHITE proxy card may only be voted for our Nominees and does not confer voting power with respect to the Company’s nominees. The participants in this solicitation intend to vote the Starboard Group Shares in favor of the Nominees. Stockholders should refer to the Company’s proxy statement for the names, backgrounds, qualifications and other information concerning the Company’s nominees. In the event that some of our Nominees are elected, there can be no assurance that the Company nominee(s) who get the most votes and are elected to the Board will choose to serve as on the Board with the Nominees who are elected.

While we currently intend to vote all of the Starboard Group Shares in favor of the election of the Nominees, we reserve the right to vote some or all of the Starboard Group Shares for some or all of the Company’s director nominees, as we see fit, in order to achieve a Board composition that we believe is in the best interest of all stockholders. We would only intend to vote some or all of the Starboard Group Shares for some or all of the Company’s director nominees in the event it were to become apparent to us, based on the projected voting results at such time, that by voting the Starboard Group Shares we could help elect the Company nominee(s) that we believe are the most qualified to serve as directors and thus help achieve a Board composition that we believe is in the best interest of all stockholders. Stockholders should understand, however, that all shares of Voting Stock represented by the enclosed WHITE proxy card will be voted at the Annual Meeting as marked.

VIRTUAL MEETING

As discussed in the Company’s proxy statement, the Company has implemented a virtual format for the Annual Meeting similar to prior years, which will be conducted via live audio webcast and online stockholder tools. You will not be able to attend the Annual Meeting in person. As discussed above, you are entitled to participate in the Annual Meeting only if you were a stockholder of record as of the close of business on the Record Date or hold a legal proxy for the meeting provided by your broker, bank or other nominee.

According to the Company’s proxy statement, in order to attend the Annual Meeting virtually, you must pre-register by visiting [www.virtualshareholdermeeting.com/BOX2021] and follow the instructions to complete your registration request by [ ] [ ].m. Pacific Time on [ ], 2021.

According to the Company’s proxy statement, stockholders of record and/or their designated representatives will need the [sixteen]-digit control number included on the Company’s Notice of Internet Availability of Proxy Materials or [__] proxy card and should follow the instructions thereon to complete their registration request.

According to the Company’s proxy statement, if you are the beneficial owner of shares (that is, your shares are held in “street name” through a bank, broker, or other nominee) as of the Record Date, you have the right to direct your broker, bank or other nominee as to how to vote your shares. According to the Company’s proxy statement, beneficial owners are also invited to attend the Annual Meeting, however, since a beneficial owner is not the stockholder of record, you may not vote your shares live at the Annual Meeting unless you follow your broker, bank or other nominee’s procedures for obtaining a legal proxy. If you request a printed copy of the proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use.

Although the live webcast will begin at [ ] [ ].m. Pacific Time on [ ], 2021, we encourage you to access the meeting site prior to the start time to allow ample time to log into the meeting webcast and test your computer system. According to the Company’s proxy statement, online check-in will begin at [ ] [ ].m. Pacific Time.

Whether or not you plan to attend the Annual Meeting, we urge you to sign, date and return the enclosed WHITE proxy card in the postage-paid envelope provided, or vote via the Internet or by telephone as instructed on the WHITE proxy card. Additional information and our proxy materials can also be found at [___]. If you have any difficulty following the registration process, please email info@okapipartners.com.

QUORUM; BROKER NON-VOTES; DISCRETIONARY VOTING

A quorum is the minimum number of shares of Voting Stock that must be represented at a duly called meeting in person or by proxy in order to legally conduct business at the meeting under the Company’s Bylaws and Delaware Law. A majority of the voting power of all issued and outstanding shares of Voting Stock entitled to vote, properly represented virtually or by proxy, is required for a quorum at the Annual Meeting.

Abstentions, withhold votes and “broker non-votes” are counted as shares present and entitled to vote for purposes of determining a quorum.

However, if you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote (a “broker non-vote”). Under applicable rules, your broker will not have discretionary authority to vote your shares at the Annual Meeting on any of the proposals other than on routine matters, such as Proposal 3.

If you are a stockholder of record, you must deliver your vote by mail, the Internet, by telephone or attend the Annual Meeting virtually in order to be counted in the determination of a quorum.

If you are a beneficial owner, your broker will vote your shares pursuant to your instructions, and those shares will count in the determination of a quorum. If you are a beneficial holder and do not return a voting instruction form, your broker, bank or nominee may only vote on the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2022 (Proposal 3).

Brokers do not have discretionary authority to vote on any of the proposals at the Annual Meeting, except for Proposal 3. Accordingly, unless you vote via proxy card or provide instructions to your broker, your shares of Voting Stock will count for purposes of attaining a quorum, but will not be voted on the proposals, except for Proposal 3.

VOTES REQUIRED FOR APPROVAL

Election of Directors ─ According to the Company’s proxy statement, the election of directors requires a plurality of the voting power of the shares of Voting Stock present virtually or by proxy and entitled to vote at the Annual Meeting to be approved. Broker non-votes will have no effect on this proposal.

Advisory Vote on Executive Compensation ─ According to the Company’s proxy statement, the vote to approve, on an advisory basis, the compensation of the Company’s named executive officers requires the approval of a majority of the voting power of the shares of Voting Stock present virtually or by proxy and entitled to vote at the Annual Meeting. Abstentions are treated as shares present virtually or by proxy and entitled to vote at the Annual Meeting and, therefore, will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Ratification of the Appointment of Accounting Firm ─ According to the Company’s proxy statement, the proposal to ratify the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2022, requires the affirmative vote of a majority of the voting power of the shares of Voting Stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote “Against” the proposal and broker non-votes will have no effect on the outcome of this proposal.

Under applicable Delaware law, none of the holders of Voting Stock is entitled to appraisal rights in connection with any matter to be acted on at the Annual Meeting. If you sign and submit your WHITE proxy card without specifying how you would like your shares voted, your shares will be voted in accordance with Starboard’s recommendations specified herein and in accordance with the discretion of the persons named on the WHITE proxy card with respect to any other matters that may be voted upon at the Annual Meeting.

REVOCATION OF PROXIES

Stockholders of the Company may revoke their proxies at any time prior to exercise by attending the Annual Meeting and voting virtually (although attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy) or by delivering a written notice of revocation. The delivery of a subsequently dated proxy which is properly completed will constitute a revocation of any earlier proxy. The revocation may be delivered either to Starboard in care of Okapi Partners at the address set forth on the back cover of this Proxy Statement or to the Company at 900 Jefferson Ave., Redwood City, California 94063 or any other address provided by the Company. Although a revocation is effective if delivered to the Company, we request that either the original or photostatic copies of all revocations be mailed to Starboard in care of Okapi Partners at the address set forth on the back cover of this Proxy Statement so that we will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the Record Date of a majority of the outstanding shares of Voting Stock. Additionally, Okapi Partners may use this information to contact stockholders who have revoked their proxies in order to solicit later dated proxies for the election of the Nominees.

IF YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEES TO THE BOARD, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED WHITE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.

SOLICITATION OF PROXIES

The solicitation of proxies pursuant to this Proxy Statement is being made by Starboard. Proxies may be solicited by mail, facsimile, telephone, Internet, in person and by advertisements.

Starboard V&O Fund has entered into an agreement with Okapi Partners for solicitation and advisory services in connection with this solicitation, for which Okapi Partners will receive a fee not to exceed $[_____], together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. Okapi Partners will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. Starboard V&O Fund has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares they hold of record. Starboard V&O Fund will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. It is anticipated that Okapi Partners will employ approximately [__] persons to solicit stockholders for the Annual Meeting.

The entire expense of soliciting proxies is being borne by Starboard. Costs of this solicitation of proxies are currently estimated to be approximately $[_____] (including, but not limited to, fees for attorneys, solicitors and other advisors, and other costs incidental to the solicitation). Starboard estimates that through the date hereof its expenses in furtherance of, or in connection with, the solicitation are approximately $[_____]. The actual amount could be higher or lower depending on the facts and circumstances arising in connection with any solicitation. Starboard may seek reimbursement from the Company of all expenses it incurs in connection with this solicitation but does not intend to submit the question of such reimbursement to a vote of security holders of the Company.

ADDITIONAL PARTICIPANT INFORMATION

The Nominees and the members of Starboard are participants in this solicitation. The principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Each of Starboard S LLC, a Delaware limited liability company, Starboard C LP, a Delaware limited partnership, Starboard L Master, a Cayman Islands exempted limited partnership, and Starboard X Master, a Cayman Islands exempted company, has been formed for the purpose of investing in securities and engaging in all related activities and transactions. Starboard Value LP, a Delaware limited partnership, provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master and the Starboard Value LP Account as the manager of Starboard S LLC. The principal business of Starboard L GP, a Delaware limited partnership, is serving as the general partner of Starboard L Master. The principal business of Starboard Value GP, a Delaware limited liability company, is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co, a Delaware limited partnership, is providing investment advisory and management services. Principal Co is a member of Starboard Value GP. Principal GP, a Delaware limited liability company, serves as the general partner of Principal Co. Starboard R LP, a Delaware limited partnership, serves as the general partner of Starboard C LP. Starboard R GP, a Delaware limited liability company, serves as the general partner of Starboard R LP and Starboard L GP. Messrs. Smith and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. Messrs. Smith and Feld are citizens of the United States of America.

The address of the principal office of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard L GP, Starboard R LP, Starboard R GP, Starboard X Master, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith and Feld is 777 Third Avenue, 18th Floor, New York, New York 10017.

As of the date hereof, Starboard V&O Fund beneficially owns 6,872,443 shares of Common Stock. As of the date hereof, Starboard S LLC beneficially owned 1,275,334 shares of Common Stock. As of the date hereof, Starboard C LP beneficially owned 746,496 shares of Common Stock. As of the date hereof, Starboard L Master beneficially owned 652,637 shares of Common Stock. As of the date hereof, Starboard X Master beneficially owned 1,336,220 shares of Common Stock. As of the date hereof, 2,130,533 shares of Common Stock were held in a certain account managed by Starboard Value LP (the “Starboard Value LP Account”). Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 652,637 shares owned by Starboard L Master. Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 746,496 shares owned by Starboard C LP. Starboard R GP, as the general partner of Starboard R LP and Starboard L GP, may be deemed the beneficial owner of the (i) 746,496 shares owned by Starboard C LP and (ii) 652,637 shares owned by Starboard L Master. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 6,872,443 shares beneficially owned by Starboard V&O Fund, (ii) 1,275,334 shares owned by Starboard S LLC, (iii) 746,496 shares owned by Starboard C LP, (iv) 652,637 shares owned by Starboard L Master, (v) 1,336,220 shares beneficially owned by Starboard X Master and (vi) 2,130,533 shares held in the Starboard Value LP Account. Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 6,872,443 shares beneficially owned by Starboard V&O Fund, (ii) 1,275,334 shares owned by Starboard S LLC, (iii) 746,496 shares owned by Starboard C LP, (iv) 652,637 shares owned by Starboard L Master, (v) 1,336,220 shares beneficially owned by Starboard X Master and (vi) 2,130,533 shares held in the Starboard Value LP Account. Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 6,872,443 shares beneficially owned by Starboard V&O Fund, (ii) 1,275,334 shares owned by Starboard S LLC, (iii) 746,496 shares owned by Starboard C LP, (iv) 652,637 shares owned by Starboard L Master, (v) 1,336,220 shares beneficially owned by Starboard X Master and (vi) 2,130,533 shares held in the Starboard Value LP Account. Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 6,872,443 shares beneficially owned by Starboard V&O Fund, (ii) 1,275,334 shares owned by Starboard S LLC, (iii) 746,496 shares owned by Starboard C LP, (iv) 652,637 shares owned by Starboard L Master, (v) 1,336,220 shares beneficially owned by Starboard X Master and (vi) 2,130,533 shares held in the Starboard Value LP Account. Each of Messrs. Smith and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 6,872,443 shares beneficially owned by Starboard V&O Fund, (ii) 1,275,334 shares owned by Starboard S LLC, (iii) 746,496 shares owned by Starboard C LP, (iv) 652,637 shares owned by Starboard L Master, (v) 1,336,220 shares beneficially owned by Starboard X Master and (vi) 2,130,533 shares held in the Starboard Value LP Account. Messrs. Smith and Feld share voting and dispositive power with respect to the 13,013,663 shares of Common Stock beneficially owned in the aggregate by Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master and held in the Starboard Value LP Account.

Each participant in this solicitation, as a member of a “group” with the other participants for the purposes of Section 13(d)(3) of the Exchange Act, may be deemed to beneficially own the [13,016,995] shares of Common Stock owned in the aggregate by all of the participants in this solicitation. Each participant in this solicitation disclaims beneficial ownership of the shares of Common Stock he, she or it does not directly own. For information regarding purchases and sales of securities of the Company during the past two (2) years by the participants in this solicitation, see Schedule I.

The shares of Common Stock owned directly by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business), except as otherwise noted, as set forth in Schedule I.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account previously entered into certain forward purchase contracts providing for the purchase of shares of Common Stock (the “November Forward Contracts”). Each of the November Forward Contracts had a final valuation date of November 30, 2020, however, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account had the ability to elect early settlement after serving notice to the counterparty of such intention at least two (2) scheduled trading days in advance of the desired early final valuation date. The November Forward Contracts provided for physical settlement. Until the settlement date, none of the November Forward Contracts gave Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master or Starboard Value LP voting or dispositive control over the shares of Common Stock to which such contracts related. Each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account exercised the November Forward Contracts. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account is no longer a party to the November Forward Contracts.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account previously entered into certain forward purchase contracts providing for the purchase of shares of Common Stock (the “December 7th Forward Contracts”). Each of the December 7th Forward Contracts had a final valuation date of December 7, 2020, however, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account had the ability to elect early settlement after serving notice to the counterparty of such intention at least two (2) scheduled trading days in advance of the desired early final valuation date. The December 7th Forward Contracts provided for physical settlement. Until the settlement date, none of the December 7th Forward Contracts gave Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master or Starboard Value LP voting or dispositive control over the shares of Common Stock to which such contracts related. Each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account exercised the December 7th Forward Contracts. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account is no longer a party to the December 7th Forward Contracts.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account entered into certain forward purchase contracts providing for the purchase of shares of Common Stock (the “December 21st Forward Contracts”). Each of the December 21st Forward Contracts had a final valuation date of December 21, 2020, however, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account had the ability to elect early settlement after serving notice to the counterparty of such intention at least two (2) scheduled trading days in advance of the desired early final valuation date. The December 21st Forward Contracts provided for physical settlement. Until the settlement date, none of the December 21st Forward Contracts gave Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master or Starboard Value LP voting or dispositive control over the shares of Common Stock to which such contracts related. Each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account exercised the December 21st Forward Contracts. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account is no longer a party to the December 21st Forward Contracts.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master previously sold short in the over the counter market American-style put options referencing an aggregate of 372,400 shares of Common Stock, 601,000 shares of Common Stock, 34,300 shares of Common Stock and 33,200 shares of Common Stock, respectively, which had an exercise price of $20.00 per share and expired on May 17, 2019. These put options were subsequently purchased prior to the expiration date. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master no longer has any exposure to such put options.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master previously sold short in the over the counter market American-style put options referencing an aggregate of 558,800 shares of Common Stock, 90,100 shares of Common Stock, 51,800 shares of Common Stock and 49,300 shares of Common Stock, respectively, which had an exercise price of $17.00 per share and expired on June 21, 2019. These put options were subsequently purchased prior to the expiration date. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master no longer has any exposure to such put options.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master previously sold short in the over the counter market American-style put options referencing an aggregate of 931,000 shares of Common Stock, 150,200 shares of Common Stock, 86,000 shares of Common Stock and 82,800 shares of Common Stock, respectively, which had an exercise price of $18.00 per share and expired on June 21, 2019. These put options expired worthless pursuant to their terms. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master no longer has any exposure to such put options.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master previously sold short in the over the counter market American-style put options referencing an aggregate of 559,300 shares of Common Stock, 89,800 shares of Common Stock, 52,300 shares of Common Stock and 48,600 shares of Common Stock, respectively, which had an exercise price of $17.00 per share and expired on July 19, 2019. These put options were subsequently purchased prior to the expiration date. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master no longer has any exposure to such put options.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master previously sold short in the over the counter market American-style put options referencing an aggregate of 372,900 shares of Common Stock, 59,900 shares of Common Stock, 34,800 shares of Common Stock and 32,400 shares of Common Stock, respectively, which had an exercise price of $17.00 per share and expired on July 26, 2019. These put options were subsequently purchased prior to the expiration date. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master no longer has any exposure to such put options.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master previously sold short in the over the counter market American-style put options referencing an aggregate of 556,500 shares of Common Stock, 91,200 shares of Common Stock, 52,500 shares of Common Stock and 49,800 shares of Common Stock, respectively, which had an exercise price of $16.00 per share and expired on August 16, 2019. These put options were subsequently purchased prior to the expiration date. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master no longer has any exposure to such put options.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master previously sold short in the over the counter market American-style put options referencing an aggregate of 519,600 shares of Common Stock, 85,100 shares of Common Stock, 49,000 shares of Common Stock and 46,300 shares of Common Stock, respectively, which had an exercise price of $13.00 per share and expired on September 20, 2019. These put options expired worthless pursuant to their terms. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master no longer has any exposure to such put options.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master previously sold short in the over the counter market American-style put options referencing an aggregate of 927,700 shares of Common Stock, 151,900 shares of Common Stock, 87,500 shares of Common Stock and 82,900 shares of Common Stock, respectively, which had an exercise price of $15.00 per share and expired on September 20, 2019. These put options were subsequently purchased prior to the expiration date. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master no longer has any exposure to such put options.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master previously sold short in the over the counter market American-style put options referencing an aggregate of 111,400 shares of Common Stock, 18,200 shares of Common Stock, 10,500 shares of Common Stock and 9,900 shares of Common Stock, respectively, which had an exercise price of $16.00 per share and expired on September 20, 2019. These put options were subsequently purchased prior to the expiration date. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master no longer has any exposure to such put options.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master previously sold short in the over the counter market American-style put options referencing an aggregate of 593,900 shares of Common Stock, 97,200 shares of Common Stock, 56,000 shares of Common Stock and 52,900 shares of Common Stock, respectively, which had an exercise price of $17.00 per share and expired on September 20, 2019. These put options were subsequently purchased prior to the expiration date. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master no longer has any exposure to such put options.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master previously sold short in the over the counter market American-style put options referencing an aggregate of 223,200 shares of Common Stock, 36,000 shares of Common Stock, 21,000 shares of Common Stock and 19,800 shares of Common Stock, respectively, which had an exercise price of $16.00 per share and expired on October 18, 2019. These put options expired worthless pursuant to their terms. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master no longer has any exposure to such put options.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master previously sold short in the over the counter market American-style put options referencing an aggregate of 148,200 shares of Common Stock, 24,200 shares of Common Stock, 14,000 shares of Common Stock and 13,600 shares of Common Stock, respectively, which had an exercise price of $15.00 per share and expired on February 21, 2020. These put options expired worthless pursuant to their terms. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master no longer has any exposure to such put options.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master previously sold short in the over the counter market American-style put options referencing an aggregate of 151,400 shares of Common Stock, 22,700 shares of Common Stock, 13,200 shares of Common Stock and 12,700 shares of Common Stock, respectively, which had an exercise price of $15.00 per share and expired on March 20, 2020. These put options were assigned by the counterparties thereof and each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master thereby acquired an aggregate of 151,400 shares of Common Stock, 22,700 shares of Common Stock, 13,200 shares of Common Stock and 12,700 shares of Common Stock, respectively. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master no longer has any exposure to such put options.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master previously sold short in the over the counter market American-style put options referencing an aggregate of 133,200 shares of Common Stock, 23,900 shares of Common Stock, 14,200 shares of Common Stock, 11,100 shares of Common Stock and 17,600 shares of Common Stock, respectively, which had an exercise price of $17.00 per share and expired on October 16, 2020. These put options expired worthless pursuant to their terms. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master no longer has any exposure to such put options.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master previously sold short in the over the counter market American-style call options referencing an aggregate of 330,200 shares of Common Stock, 58,900 shares of Common Stock, 34,300 shares of Common Stock, 31,000 shares of Common Stock and 45,600 shares of Common Stock, respectively, which had an exercise price of $20.00 per share and expired on December 18, 2020. These call options were subsequently purchased prior to the expiration date. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master no longer has any exposure to such put options.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master previously sold short in the over the counter market American-style put options referencing an aggregate of 125,500 shares of Common Stock, 23,400 shares of Common Stock, 14,000 shares of Common Stock, 11,100 shares of Common Stock and 26,000 shares of Common Stock, respectively, which had an exercise price of $18.00 per share and expired on March 19, 2021. These put options expired worthless pursuant to their terms. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master no longer has any exposure to such put options.

Except as set forth in this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, no participant in this solicitation has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no participant in this solicitation directly or indirectly beneficially owns any securities of the Company; (iii) no participant in this solicitation owns any securities of the Company which are owned of record but not beneficially; (iv) no participant in this solicitation has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by any participant in this solicitation is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no participant in this solicitation is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any participant in this solicitation owns beneficially, directly or indirectly, any securities of the Company; (viii) no participant in this solicitation owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no participant in this solicitation or any of his or its associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no participant in this solicitation or any of his or its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; and (xi) no participant in this solicitation has a substantial interest, direct or indirect, by securities holdings or otherwise, in any matter to be acted on at the Annual Meeting.

There are no material proceedings to which any participant in this solicitation or any of his or its associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. With respect to each of the Nominees, none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act occurred during the past 10 years.

OTHER MATTERS AND ADDITIONAL INFORMATION

Starboard is unaware of any other matters to be considered at the Annual Meeting. However, should other matters, which Starboard is not aware of a reasonable time before this solicitation, be brought before the Annual Meeting, the persons named as proxies on the enclosed WHITE proxy card will vote on such matters in their discretion.

STOCKHOLDER PROPOSALS

According to the Company’s proxy statement for the Annual Meeting, stockholders may present proper proposals for inclusion in the Company’s proxy statement and for consideration at the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) by submitting their proposals in writing to the Company’s Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in the Company’s proxy statement for the 2022 Annual Meeting, the Company’s Secretary must receive the written proposal at the Company’s principal executive offices not later than [_______]. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy material.

According to the Company’s proxy statement, the Bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in the Company’s proxy statement. The Bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in the Company’s proxy materials with respect to such annual meeting, (ii) otherwise properly brought before such annual meeting by or at the direction of the Board, or (iii) properly brought before such meeting by a stockholder of record entitled to vote at such annual meeting who has delivered timely written notice to the Company’s Secretary, which notice must contain the information specified in the Bylaws. To be timely for the 2022 Annual Meeting, the Company’s Secretary must receive the written notice at its principal executive offices not earlier than [_____] and not later than the end of the day on [_____].

The information set forth above regarding the procedures for submitting stockholder proposals for consideration at the 2022 Annual Meeting is based on information contained in the Company’s proxy statement for the Annual Meeting. The incorporation of this information in this Proxy Statement should not be construed as an admission by Starboard that such procedures are legal, valid or binding.

OTHER MATTERS AND ADDITIONAL INFORMATION

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this Proxy Statement may have been sent to multiple stockholders in your household. Starboard will promptly deliver a separate copy of the document to you if you write to our proxy solicitor, Okapi Partners, at the following address or phone number: 1212 Avenue of the Americas, 24th Floor, New York, NY 10036, or call toll free at +1 (855) 208-8901. If you want to receive separate copies of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact our proxy solicitor at the above address and phone number.

Starboard is unaware of any other matters to be considered at the Annual Meeting. However, should other matters, which Starboard is not aware of a reasonable time before this solicitation, be brought before the Annual Meeting, the persons named as proxies on the enclosed WHITE proxy card will vote on such matters in their discretion.

INCORPORATION BY REFERENCE

WE HAVE OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN THE COMPANY’S PROXY STATEMENT RELATING TO THE ANNUAL MEETING BASED ON RELIANCE ON RULE 14A-5(C). THIS DISCLOSURE IS EXPECTED TO INCLUDE, AMONG OTHER THINGS, CURRENT BIOGRAPHICAL INFORMATION ON THE COMPANY’S DIRECTORS, INFORMATION CONCERNING EXECUTIVE COMPENSATION, AND OTHER IMPORTANT INFORMATION. SEE SCHEDULE II FOR INFORMATION REGARDING PERSONS WHO BENEFICIALLY OWN MORE THAN 5% OF THE SHARES AND THE OWNERSHIP OF THE SHARES BY THE DIRECTORS AND MANAGEMENT OF THE COMPANY.

The information concerning the Company contained in this Proxy Statement and the Schedules attached hereto has been taken from, or is based upon, publicly available information.

Starboard Value And Opportunity Master Fund Ltd


[___________], 2021

SCHEDULE I

TRANSACTIONS IN SECURITIES OF THE COMPANY
DURING THE PAST TWO YEARS

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

STARBOARD VALUE AND OPPORTUNITY S LLC

STARBOARD VALUE AND OPPORTUNITY C LP

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

STARBOARD X MASTER FUND LTD

STARBOARD VALUE LP 

(Through the Starboard Value LP Account)

DEBORAH S. CONRAD

JOHN R. MCCORMACK

XAVIER D. WILLIAMS

¹ Represents an internal transfer of securities to Starboard X Master Fund Ltd.

² Represents an internal transfer of securities from Starboard Value and Opportunity Master Fund Ltd.

SCHEDULE II

The following table is reprinted from the Company’s definitive proxy statement filed with the Securities and Exchange Commission on ________, 2021.

IMPORTANT

Tell your Board what you think! Your vote is important. No matter how many shares of Voting Stock you own, please give Starboard your proxy FOR the election of the Nominees and in accordance with Starboard’s recommendations on the other proposals on the agenda for the Annual Meeting by taking three steps:

You may vote your shares virtually at the Annual Meeting, however, even if you plan to attend the Annual Meeting virtually, we recommend that you submit your WHITE proxy card by mail by the applicable deadline so that your vote will still be counted if you later decide not to attend the Annual Meeting. If any of your shares of Voting Stock are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such shares of Voting Stock and only upon receipt of your specific instructions. Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed WHITE voting form.

If you have any questions, require assistance in voting your WHITE proxy card, or need additional copies of Starboard’s proxy materials, please contact Okapi Partners at the phone numbers or email address listed below.

Okapi Partners LLC

1212 Avenue of the Americas, 24th Floor

New York, New York 10036

Stockholders may call toll-free: (855) 208-8901

Banks and brokers call: (212) 297-0720

E-mail: info@okapipartners.com

WHITE PROXY CARD

PRELIMINARY COPY SUBJECT TO COMPLETION
DATED JUNE 21, 2021

BOX, INC.

2021 Annual Meeting OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD AND THE OTHER PARTICPANTS IN ITS PROXY SOLICITATION

THE BOARD OF DIRECTORS OF BOX, INC.
IS NOT SOLICITING THIS PROXY


P         R         O         X         Y

The undersigned appoints Jeffrey C. Smith and Peter A. Feld, and each of them, attorneys and agents with full power of substitution to vote all shares of common stock (the “Common Stock”) of BOX, Inc. (the “Company”) and all shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock” and together with the Common Stock, the “Voting Stock”) which the undersigned would be entitled to vote if personally present at the 2021 Annual Meeting of Stockholders of the Company scheduled to be held virtually on [__________], 2021, at [____] [_].m. (Pacific Time) (including any adjournments or postponements thereof and any meeting called in lieu thereof, the “Annual Meeting”).

The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of Voting Stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the herein named attorneys and proxies or their substitutes with respect to any other matters as may properly come before the Annual Meeting that are unknown to Starboard Value and Opportunity Master Fund Ltd (“Starboard”) a reasonable time before this solicitation.

IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1, [“FOR”/”AGAINST”] PROPOSAL 2 AND [“FOR”] PROPOSAL 3.

This Proxy will be valid until the completion of the Annual Meeting. This Proxy will only be valid in connection with Starboard’s solicitation of proxies for the Annual Meeting.

IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

WHITE PROXY CARD

☒ Please mark vote as in this example

STARBOARD STRONGLY RECOMMENDS THAT Stockholders VOTE IN FAVOR OF THE NOMINEES LISTED BELOW IN PROPOSAL 1. STARBOARD [MAKES NO RECOMMENDATION WITH RESPECT TO PROPOSALS 2 AND 3.]

Starboard does not expect that any of the nominees will be unable to stand for election, but, in the event any nominee is unable to serve or for good cause will not serve, the shares of Voting Stock represented by this proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under the Company’s organizational documents and applicable law. In addition, Starboard has reserved the right to nominate substitute person(s) if the Company makes or announces any changes to its organizational documents or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any nominee, to the extent this is not prohibited under the Company’s organizational documents and applicable law. In any such case, shares of Voting Stock represented by this proxy card will be voted for such substitute nominee(s).

STARBOARD INTENDS TO USE THIS PROXY TO VOTE “FOR ALL NOMINEES”, WHICH INCLUDES [MESSRS. feld, McCormack and williams aND MS. conrad].

THERE IS NO ASSURANCE THAT ANY OF THE CANDIDATES WHO HAVE BEEN NOMINATED BY THE COMPANY WILL SERVE AS DIRECTORS IF OUR NOMINEES ARE ELECTED.

NOTE: If you do not wish for your shares to be voted “FOR” a particular nominee, mark the “FOR ALL EXCEPT NOMINEE(S) WRITTEN BELOW” box and write the name(s) of the nominee(s) you do not support on the line(s) above. Your shares will be voted for the remaining nominee(s).

2. Company’s proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers.

3. Company’s proposal to ratify the appointment of Ernst & Young LLP to serve as the independent registered public accounting firm of the Company for the fiscal year ending January 31, 2022.

WHITE PROXY CARD

DATED: ____________________________

___________________________________

(Signature)

___________________________________

(Signature, if held jointly)

___________________________________

(Title)

WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.