Box files preliminary proxy, adopts majority voting for directors, addresses Starboard engagement

BOX INC

Board changed director election to majority voting (plurality carve-out for contested elections).
Eliminated supermajority voting requirements to amend Bylaws; similar charter change subject to shareholder approval.
Starboard demanded sale at $17-22/share; Box highlights over 45 meetings in two years.
Starboard offered participation in KKR-led investment but insisted on Peter Feld board seat.
Box reiterates strong financial position and commitment to stockholder value.

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