{"id":534402,"date":"2021-09-03T13:15:02","date_gmt":"2021-09-03T17:15:02","guid":{"rendered":"https:\/\/www.marketnewsdesk.com\/index.php\/starboard-issues-statement-on-proxy-advisory-firm-recommendations\/"},"modified":"2021-09-03T13:15:02","modified_gmt":"2021-09-03T17:15:02","slug":"starboard-issues-statement-on-proxy-advisory-firm-recommendations","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/starboard-issues-statement-on-proxy-advisory-firm-recommendations\/","title":{"rendered":"Starboard Issues Statement On Proxy Advisory Firm Recommendations"},"content":{"rendered":"
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Egan-Jones Recommends Box Stockholders Vote on Starboard’s WHITE Proxy Card to Elect All 3 of Starboard’s Nominees at Upcoming Annual Meeting<\/h2>\n

Three Proxy Advisory Firms Have Highlighted Starboard’s Positive Impact at Box and Recognize the Need for Change on Box’s Board<\/h2>\n

Three Proxy Advisory Firms Have Expressed Concerns with the KKR-Led Preferred Equity Financing, Calling it a “Head-Scratcher”, “Puzzling”, and “Questionable and Unwarranted”<\/h2>\n

Glass Lewis and Egan-Jones Both Recommend that Stockholders Vote on Starboard’s WHITE Proxy Card Including for the Election of Peter Feld as a Direct Representative of Common Stockholders<\/h2>\n

Starboard Appreciates the Support from Fellow Stockholders Who Have Voted on Starboard’s WHITE Proxy Card for the Election of Starboard’s Nominees<\/h2>\n

Starboard Urges All Stockholders to Vote the WHITE Proxy Card to Support the Election of All Three of Starboard’s Highly Qualified Nominees<\/h2>\n

PR Newswire<\/p>\n<\/p><\/div>\n

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\n NEW YORK<\/span>, Sept. 3, 2021<\/span> \/PRNewswire\/ —\u00a0Starboard Value LP (together with its affiliates, “Starboard” or “we”), one of the largest stockholders of Box, Inc. (“Box” or the “Company”) (NYSE: BOX), with an ownership stake of approximately 8.6% of the Company’s outstanding shares, today announced that Egan-Jones Proxy Services (“Egan-Jones”), an independent proxy voting advisory firm, has recommended that Box stockholders vote on Starboard’s WHITE<\/u><\/b> proxy card to elect all three of Starboard’s nominees to the Box Board of Directors (the “Board”) at the Company’s upcoming 2021 Annual Meeting of Stockholders (the “Annual Meeting”).\u00a0 Egan-Jones’ recommendation, combined with prior commentary issued by Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”), provides significant validation that change is needed on Box’s Board to ensure improved operational, governance, and compensation practices, as well as renewed accountability to common stockholders.\u00a0Egan-Jones and Glass Lewis also both recommended that stockholders vote “AGAINST” the Company’s “say-on-pay” proposal at the upcoming Annual Meeting, providing strong validation for Starboard’s concerns regarding poor compensation practices at Box.\u00a0 All three proxy voting advisory firms have acknowledged that Starboard has had a positive impact on Box and have also expressed serious concerns with the defensive preferred equity financing led by KKR. <\/p>\n

\n Peter Feld<\/span>, Managing Member of\u00a0<\/i>Starboard Value LP, stated, “We are pleased that Egan-Jones, an independent proxy voting advisory firm, has recommended stockholders vote on our White proxy card for all three of Starboard’s nominees. Egan-Jones joins Glass Lewis and ISS in recognizing the positive impact Starboard has had at Box over the past two years and in highlighting serious concerns with the KKR-led preferred equity financing and related self-tender. We appreciate that Glass Lewis and Egan Jones<\/span> also both recognize the need for direct common stockholder representation on the Board and that we have the expertise and experience required to help oversee a transformation at Box. The incumbent Board must be held accountable for overseeing years of poor performance, stockholder-unfriendly capital allocation decisions, and serious issues with executive compensation and governance practices.<\/p>\n

Our only goal is to help Box perform better and adopt best-in-class practices across operating performance, financial results, governance, and compensation. We, and our nominees, are open-minded about any and all ways to create value at Box, and we are fully and directly aligned with you, our fellow common stockholders<\/u>.<\/b> We are seeking your support to elect a minority of new independent directors, including myself as a direct representative of stockholders, to ensure renewed accountability and consistent, improved execution moving forward. Our slate would add needed diversity, differentiated skill sets, and importantly, common stockholder representation to the Board.” <\/p>\n

Egan-Jones recommended that stockholders should vote on Starboard’s WHITE<\/u> proxy card<\/b> saying:<\/p>\n

\n “<\/b>Based on our review of publicly available information, we believe that voting FOR the Starboard nominees is in the best interest of the Company and its shareholders<\/u><\/b>. In arriving at that conclusion, we have considered the following factors:<\/p>\n