Business Context and Reporting Period
This Form 8-K Current Report was filed by Box, Inc. on April 24, 2020. The filing reports on corporate governance changes resulting from an agreement entered into on March 22, 2020, with Starboard Value LP regarding the composition of the Board of Directors.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document focuses exclusively on the appointment of a new director and related governance matters.
Material Changes
Effective April 24, 2020, the Company appointed Bethany J. Mayer to the Board of Directors as the "Second Independent Designee" pursuant to the agreement with Starboard Value LP. Additionally, Ms. Mayer was appointed to the Board's Operating Committee.
Management Commentary and Compensation
Ms. Mayer is an executive partner with Siris Capital Group LLC and brings over 25 years of executive experience, including roles at Sempra Energy, Ixia, HP, Blue Coat Systems, Cisco, and Apple. She currently serves on the boards of LAM Research Corporation, Marvell Technology Group, and Sempra Energy. Upon appointment, she will receive an equity award and a pro-rated portion of the annual cash compensation standard for non-employee directors. She will also enter into a standard Indemnification Agreement with the Company.
Investor Verification Checklist
- Verify the terms of the March 22, 2020 agreement between Box, Inc. and Starboard Value LP regarding board composition.
- Review the biographical details of Bethany J. Mayer to assess potential conflicts of interest or strategic alignment.
- Confirm the specific equity award details and pro-rated cash compensation for the new director in subsequent filings.
- Monitor future 8-K filings for the appointment of any additional directors required under the Starboard agreement.