UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
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 Under § 240.14a-12 |
BILL HOLDINGS, INC.
|
(Name of Registrant as Specified In Its Charter)
|
| |
STARBOARD VALUE LP
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
STARBOARD VALUE AND OPPORTUNITY S LLC
STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP
STARBOARD VALUE L LP
STARBOARD VALUE R GP LLC
STARBOARD X MASTER FUND LTD
STARBOARD VALUE GP LLC
STARBOARD PRINCIPAL CO LP
STARBOARD PRINCIPAL CO GP LLC
JEFFREY C. SMITH
PETER A. FELD
LIAT BEN-ZUR
NANCY DISMAN
FRANK T. YOUNG
|
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Starboard Value LP, together
with the other participants named herein (collectively, “Starboard”), intends to file a preliminary proxy statement and accompanying
universal proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit votes for the election
of its slate of highly-qualified director nominees at the 2025 annual meeting of stockholders (the “Annual Meeting”) of BILL
Holdings, Inc., a Delaware corporation (the “Company”).
On September 8, 2025, Starboard
filed its Amendment No. 1 to the Schedule 13D with respect to the Company announcing its nomination of a slate of highly-qualified director
nominees for election at the Annual Meeting. A copy of Starboard’s Amendment No. 1 to the Schedule 13D is attached hereto as Exhibit
1 and is incorporated herein by reference.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Starboard Value LP, together with the other participants
named herein (collectively, “Starboard”), intends to file a preliminary proxy statement and accompanying universal proxy card
with the Securities and Exchange Commission (the “SEC”) to be used to solicit votes for the election of its slate of highly-qualified
director nominees at the 2025 annual meeting of stockholders (the “Annual Meeting”) of BILL Holdings, Inc., a Delaware corporation
(the “Company”).
STARBOARD STRONGLY ADVISES ALL STOCKHOLDERS OF THE
COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN
THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD
BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated
to be Starboard Value and Opportunity Master Fund Ltd (“Starboard V&O Fund”), Starboard Value and Opportunity S LLC (“Starboard
S LLC”), Starboard Value and Opportunity Master Fund L LP (“Starboard L Master”), Starboard Value L LP (“Starboard
L GP”), Starboard Value R GP LLC (“Starboard R GP”), Starboard X Master Fund Ltd (“Starboard X Master”),
Starboard Value LP, Starboard Value GP LLC (“Starboard Value GP”), Starboard Principal Co LP (“Principal Co”),
Starboard Principal Co GP LLC (“Principal GP”), Jeffrey C. Smith, Peter A. Feld, Liat Ben-Zur, Nancy Disman and Frank T. Young.
As of the close of business on September 8, 2025,
Starboard V&O Fund beneficially owned directly 4,597,782 shares of Common Stock, $0.00001 par value per share (the “Common Stock”),
which includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days of the date hereof.
As of the close of business on September 8, 2025, Starboard S LLC directly owned 681,182 shares of Common Stock. As of the close of business
on September 8, 2025, Starboard L Master directly owned 239,363 shares of Common Stock. Starboard L GP, as the general partner of Starboard
L Master, may be deemed the beneficial owner of the 239,363 shares of Common Stock owned by Starboard L Master. Starboard R GP, as the
general partner of Starboard L GP, may be deemed the beneficial owner of the 239,363 shares of Common Stock owned by Starboard L Master.
As of the close of business on September 8, 2025, Starboard X Master directly owned 1,712,590 shares of Common Stock. As of the close
of business on September 8, 2025, 1,408,983 shares of Common Stock were held in an account managed by Starboard Value LP (the “Starboard
Value LP Account”). Starboard Value LP, as the investment manager of each of Starboard V&O Fund, Starboard L Master, Starboard
X Master and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of an aggregate of
8,639,900 shares of Common Stock directly owned by Starboard V&O Fund, Starboard S LLC, Starboard L Master, Starboard X Master and
held in the Starboard Value LP Account. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member
of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and
as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial
owner of 8,639,900 shares of Common Stock directly owned by Starboard V&O Fund, Starboard S LLC, Starboard L Master, Starboard X Master
and held in the Starboard Value LP Account. As of the close of business on September 8, 2025, none of Mses. Ben-Zur or Disman or Mr.
Young owns any shares of Common Stock.
