Box Inc DEFA14A, filed Aug 11, 2021
Box Inc (BOX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☒ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to §240.14a-2 |
Box, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |||
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies: | |||
| (2) | Aggregate number of securities to which transaction applies: | |||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||
| (4) | Proposed maximum aggregate value of transaction: | |||
| (5) | Total fee paid: | |||
| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| (1) | Amount Previously Paid: | |||
| (2) | Form, Schedule or Registration Statement No.: | |||
|
(3) (4) |
Filing Party: Date Filed: | |||
On August 11, 2021, Box, Inc. (the “Company”) distributed a letter to stockholders in connection with the Company’s 2021 annual meeting of stockholders. A copy of the letter can be found below.
 |
Vote
Today! Protect the Long-Term Value of Your Investment in Box |
 |
The Box Board of Directors is singularly focused on enhancing value for all stockholders. As recent results demonstrate, our strategy is working, and the company is in the strongest financial position in its history. With strong underlying business fundamentals and the right plan in place, the company is accelerating revenue growth and continuing to improve operating margin to drive stockholder value.
Each of Box’s three director nominees — Dana Evan, Peter Leav and Aaron Levie — have played essential roles in designing and overseeing Box’s strategy and have the expertise needed to continue to drive the company forward. Combined, our nominees bring nearly seven decades of SaaS and enterprise software experience and have led multiple company sale transactions totaling tens of billions of dollars1, maximizing stockholder value.
|
|
|
Powerful
track record of maximizing stockholder value in director roles, including, among others, in her role as Lead Independent Director
of Proofpoint, which recently announced an agreement to be acquired for $12.3 billion2, the largest ever software
buyout, as well as Fusion-io in its sale to SanDisk Corporation
| The Box Board has been unwavering in its commitment to act in the best interest of all stockholders. Protect the value of your investment and vote the BLUE proxy card today “FOR ALL” of Box’s director nominees. |
 |
YOUR VOTE IS IMPORTANT!
Simply follow the easy instructions on the enclosed BLUE proxy card to vote by telephone, by internet or by signing, dating and returning the BLUE proxy card in the postage-paid envelope provided. If you received this letter by email, you may also vote by pressing the BLUE “VOTE NOW” button in the accompanying email. Finally, if you are voting through your brokerage firm’s website, please be careful to vote using the “Management” option rather than “Opposition.”
Remember – please do not vote using any White proxy card materials provided on behalf of Starboard – even as a “protest vote.” Any vote using the White proxy card will revoke your prior vote on a BLUE proxy card, and only your latest-dated proxy counts. |
||
 |
If you have questions about how to vote your shares, please call the firm assisting us with the solicitation of proxies,
INNISFREE M&A INCORPORATED, AT:
1 (877) 750-8233 (toll-free from the U.S. and Canada)
or
+1 (412) 232-3651 (from other locations) |
||
Forward-Looking Statements
This communication contains forward-looking statements that involve risks, uncertainties, and assumptions, including our statement that Box is accelerating its revenue growth and continuing to improve its operating margin. There are a significant number of factors that could cause actual results to differ materially from this statement, including: (1) adverse changes in general economic or market conditions, including those caused by the COVID-19 pandemic; (2) delays or reductions in information technology spending; (3) factors related to Box’s highly competitive market, including but not limited to pricing pressures, industry consolidation, entry of new competitors and new applications and marketing initiatives by Box’s current or future competitors; (4) the development of the cloud content management market; (5) the risk that Box’s customers do not renew their subscriptions, expand their use of Box’s services, or adopt new products offered by Box on a timely basis, or at all; (6) Box’s ability to provide timely and successful enhancements, integrations, new features and modifications to its platform and services; (7) actual or perceived security vulnerabilities in Box’s services or any breaches of Box’s security controls; (8) Box’s ability to realize the expected benefits of its third-party partnerships; (9) the potential impact of shareholder activism on Box’s business and operations; and (10) Box’s ability to successfully integrate acquired businesses and achieve the expected benefits from those acquisitions. Additional information on potential factors that could affect Box’s financial results is included the Quarterly Report on Form 10-Q filed for the fiscal quarter ended April 30, 2021. This document is available on the SEC Filings section of Box’s Investor Relations website located at www.box.com/investors.
Important Additional Information and Where to Find It
Box has filed a definitive proxy statement on Schedule 14A (the “Proxy Statement”), an accompanying BLUE proxy card and other relevant documents with the SEC in connection with such solicitation of proxies from Box stockholders for Box’s 2021 annual meeting of stockholders. BOX STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ BOX’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), ACCOMPANYING BLUE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a copy of the Proxy Statement, an accompanying BLUE proxy card, any amendments or supplements to the Proxy Statement and other documents that Box files with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge in the “SEC Filings” subsection of the “Financial Information” section of Box’s Investor Relations website at www.boxinvestorrelations.com or by contacting Box’s Investor Relations department at ir@box.com, as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.
1 Total enterprise value of transactions where Evan and Leav were on boards of directors
2 Transaction announced on April 26, 2021 and expected to close in third quarter 2021