Box announces governance changes, gives update on Starboard activism fight


Box Inc.
announced Tuesday that it’s made a number of amendments to its governance processes. The software company has changed the requirement for the election of directors to be a majority of votes cast, not a plurality, “with a carve-out to provide for a plurality voting standard in contested director elections.” The software company has also done away with supermajority voting requirements for amendments and other changes to its bylaws. Box said in a press release that the changes “further demonstrate our commitment to strong corporate governance and oversight” and the company provided an update on its communications with Starboard Value, an activist investor with a roughly 8.0% stake in Box as of late June. Box said that after its earnings report in December, Starboard “demanded that the Box board immediately sell the company or fire the CEO, or otherwise Starboard would launch a proxy contest” and that Starboard “repeatedly demanded the Box board sell the company, even at a share price significantly below current trading levels.” Starboard has nominated four director candidates to serve on Box’s board. Starboard didn’t immediately respond to MarketWatch’s request for comment on Box’s governance changes and its description of the two companies’ recent communications. Box shares are off 0.4% in Tuesday morning trading.


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