That has started to change. Boards worried about their scant digital expertise are scrambling to recruit newcomers who can advise management on strategies for mobile devices, social media and data analytics.

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In a very brief press release, Dell said Breyer notified the company that he doesn’t intend to stand for reelection at the meeting.

That’s when Dell shareholders will be voting on a controversial $24.4 billion plan hatched by CEO Michael Dell and the private equity firm Silver Lake to take the company private in a leveraged buyout. Breyer’s vote on the matter will likely be among his final acts as a Dell director. Breyer had served on Dell’s board since 2009.

“Dell and its stockholders have benefitted greatly from the leadership and perspective Jim has provided during his tenure on the Dell board,” Michael Dell said in the statment. “We’re grateful for his guidance and we wish him well in all his future endeavors.”

This is Breyer’s third resignation from a high-profile director’s seat in recent days. Only three days ago, Facebook said in a filing with the U.S. Securities and Exchange Commission that Breyer would be stepping down from its board, a position he has held since 2005. And last week, Walmart announced that Breyer would “rotate off the board in accordance with our corporate governance guidelines” after June 7.

He still sits on the boards of video company Brightcove and also of News Corp. (which is, of course, the parent company of AllThingsD.)

Here’s the Yahoo news release:

Fred Amoroso Not to Seek Reelection to Yahoo! Board of Directors

April 25, 2013

SUNNYVALE, Calif. — Yahoo! Inc. (Nasdaq: YHOO) today announced that Fred Amoroso has decided not to seek reelection to the board of directors at the upcoming 2013 annual meeting of shareholders. Amoroso will continue to serve on the board through the shareholders meeting on June 25, but has resigned as chairman of the board. The board has appointed Maynard Webb, Jr. to serve as interim chairman.

“Fred has been a wonderful chairman for Yahoo! over the past year, and I’m personally grateful for his trust and guidance as I took on the role as Yahoo! CEO,” said Yahoo! CEO Marissa Mayer. “Fred’s mentorship and perspective has proved truly valuable to me in my first few months here at Yahoo!.”

“I’m very grateful and proud of the progress Yahoo! has made over the past year,” said Amoroso. “When I took the position as chairman, I told the board that my intention was to serve for one year, in order to help Yahoo! during a critical time of transformation. In that time, Yahoo! hired a great new CEO, brought on a fantastic management team, revitalized the employee base, and has begun to release top notch new products. With Marissa at the helm and the leadership team in place, this is a natural time for me to transition off the board, consistent with what I said a year ago.”

Following the completion of Amoroso’s term at the annual meeting, the board will comprise 10 members.

The social gaming company announced the appointment of John Doerr — longtime, well-respected Silicon Valley venture capitalist and general partner at Kleiner Perkins Caufield & Byers — to Zynga’s board of directors.

“John has been a supporter of Zynga since our early days, and truly understands our core values and mission,” said Mark Pincus, CEO and founder of Zynga, in a statement. “John has worked with some of the most well-known companies in the world at every stage imaginable and his experience helping teams innovate at scale will be a tremendous asset for our leadership team.”

Indeed he has. Doerr is acclaimed as a Valley VC with a solid track record of spotting great companies early on, including Google, Amazon, Netscape and Intuit (though to be sure, in recent years Kleiner and Doerr have come under scrutiny for being late or missing the boat on investing in the next wave of Web giants). Doerr continues to hold board seats at a number of companies, again including Google, as well as Coursera and social magazine startup Flipboard.

Zynga has had a rough year (to put it mildly). After a long string of high-level departures — including execs like former CFO Dave Wehner and former COO John Schappert — it endured a tanking share price and an overall waning sense of Wall Street confidence.

Zynga has rallied in recent months, however, aiming to turn the company around with a number of long-term bets. Zynga just recently launched its first foray into real-money gaming this week in the U.K., with plans to eventually bring the online gambling games to the U.S. and on Facebook and mobile devices. And Zynga has made it abundantly clear that while the majority of its revenue still comes from Facebook-based games, Zynga wants to transition off of reliance upon Facebook’s platform, building a fuller network of social-game-playing customers across its own Zynga network. That includes, of course, a large push into mobile — just like the rest of the industry is doing.

So Doerr’s addition is likely another step in this direction, welcoming aboard a tech industry mainstay with years of experience to offer.

“What’s exciting is this is still day zero — just the beginning — of social gaming’s potential,” Doerr said in a release. “I’m excited about working with Mark and the Zynga team in its next chapters of growth.”

Doerr joins Zynga’s eight other board members, including fellow Kleiner partner Bing Gordon, Jeffrey Katzenberg, LinkedIn’s Reid Hoffman, Stanley J. Meresman, Sunil Paul, Ellen F. Siminoff, Owen Van Natta and Zynga CEO Mark Pincus.

“Sue has a great track record of building and managing a diverse set of organizations, so her insights will be valuable as we continue to expand into new areas,” said Facebook CEO Mark Zuckerberg in a statement. “Her experience shaping public policy and operating public companies fits well with the rest of the board and will make us an even stronger company.”

Desmond-Hellmann isn’t a stranger to Facebook’s top brass. During her tenure at biotech giant Genentech as president of product development, she overlapped with current Facebook CFO David Ebersman, where the two developed a personal relationship.

Of note, as Zuckerberg alludes to in his canned quote: Desmond-Hellmann has experience at the top ranks of closely scrutinized, large publicly traded companies — something crucial to Facebook going forward.

But perhaps of equal importance, this marks Facebook’s second female addition after Facebook COO Sheryl Sandberg joined the board last year (in what some would say was a long overdue appointment).

As has been noted consistently by Kara Swisher over the years, Web 2.0 companies are famously lacking in female board member representation, though a handful of companies like eBay, Zynga and others have bucked the all-male board trend.

Desmond-Hellmann also sits on the board of directors for Procter and Gamble, and serves as a trustee for the non-profit research organization, the Howard Hughes Medical Institute.

The moves were disclosed by some HP directors in a private meeting with big investors on Monday, according to a person who attended the meeting. The efforts appeared to be aimed at demonstrating that the board has put management on a shorter leash following a string of blunders at the Palo Alto, Calif., company.

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Chairman Ray Lane and three fellow board members plan to meet with about 20 of the computer maker’s big investors Monday in hopes of heading off a campaign to unseat Mr. Lane and two other directors.

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The filing shows that CEO Meg Whitman earned more than $15.3 million during 2012, even though her base salary was only $1. The majority of her pay came in the form of share and options grants worth more than $13 million, almost none of which are yet vested. She also earned a $1.7 million bonus under HP’s PfR or “Pay for Results” bonus plan.

Under that plan, bonuses are awarded based on performance metrics including revenue, free-cash flow and achievement of management by objective (MBO) goals. There was also $220,000 in miscellaneous income, most of which had to do with her use of HP’s aircraft.

CFO Cathie Lesjak earned $6.7 million, which included her base salary of $825,011 per year plus $978,000 worth of stock options that vested during the year, plus $519,000 under the PfR bonus plan. She received another $4.8 million in combined share grants and options. The combined package is smaller than the $10 million she earned in salary, bonuses and options awards in 2010.

Enterprise business head Dave Donatelli earned the same base salary as Lesjak, but also received $1.15 million worth of stock options that vested during the year, plus another $519,000 under the PfR bonus plan and nearly $6 million worth of share grants and options.

John Hinshaw, the EVP who joined HP from Boeing in 2011, earned a combined $8.2 million in 2012, including $5.1 million in share grants and options. He has recently been tasked with cutting $3.5 billion out of HP’s annual operating budget by the end of 2014.

Todd Bradley, head of the Printing and Personal Systems Group, earned $7.4 million including $2.7 million in share grants and options. His base salary was $850,000 and he earned a PfR bonus of $587,000.

The filing also shows what two exiting execs were paid on their way out the door. Former head of the printing unit Vyomesh “VJ” Joshi, pushed out in a significant shakeup in March, collected $1.6 million in severance. He is also receiving about $3.3 million in four equal cash installment payments that end in October of 2013. He left HP owning 1.4 million shares worth, more than $22 million as of Friday’s closing price.

Another former executive collecting severance pay is John Visentin. He is the former head of Enterprise services, named by former CEO Léo Apotheker. He was fired after HP took an $8 billion charge to write down the value of EDS. That unit, acquired under former CEO Mark Hurd for $13.9 billion in 2008, has been a bit of an albatross around HP’s neck of late. Last year the unit was implicated in an embarrassing foul-up with an Australian bank that required Whitman to fly to Australia.

Visentin was paid a combined $8.3 million, including a base salary of $800,000 and a $2 million bonus connected to his promotion to Executive Vice President. HP also reimbursed him $127,311 for the deposit he made on a house he sought to buy in California, but on which he never closed. He lost out on $3.8 million in combined share grants and options, which were canceled and did not vest when he left. He departed HP owning a little more than 20,000 shares, worth about $330,000.

There are other interesting tidbits in the filing. For one thing, there’s a new policy proposal being put to shareholders that allows any person or group of up to 20 people who own at least 3 percent of HP shares and who has owned them for at least three years to nominate a slate of directors of as much as 20 percent of the board.

The proposal, which requires a vote of two-thirds of all shareholders, is a victory for activist investors over proxy access. Previously, HP shareholders could only vote on the slate of directors nominated by the company. Now if enough shareholders are unhappy, they can nominate their own group of new directors.

It has been a long-simmering controversy in corporate governance circles. Proponents have argued proxy access improves returns to shareholders by forcing boards to be more responsive to them, lest they lose their seats. Without proxy access, investors who want to shake up a board’s membership have been forced to wage expensive public campaigns to sway the votes of shareholders and have had to pay for distributing their own ballots.

As of now, there are only three investors who own enough to meet the 3 percent standard, and they’re all institutional shareholders: Investment firm Dodge and Cox owns 6 percent of HP’s outstanding shares, State Street Corp. owns 5.4 percent and investment firm Blackrock owns 5.2 percent.

HP’s fourth-largest investor, who owns 1.8 percent, already has a seat on the board. Ralph Whitworth, the activist investor with a history of agitating for breaking up the companies he invests in, joined HP’s board in November of 2011. And all indications are that he’s supportive of Whitman and her plans to turn HP around over the next few years. Besides, any board shakeups he may wish to carry out will have to wait for awhile: He doesn’t yet own 3 percent.

Having opened at $13.85, HP shares closed at $14.16, up more than 2 percent, on rumors that appear to have been sourced to Twitter. There has been to date no comment on the matter from Icahn, nor any confirmation of his interest in buying HP shares, and yet they continue to go up, fueled mostly on speculation. Today, HP shares are rising by more than 1 percent.

While Therese Poletti at Marketwatch has a good rundown of the Icahn-HP story, it’s worth remembering, and checking in on the activist investor who already sits on HP’s board, Ralph Whitworth.

Whitworth started buying HP shares in the spring of 2011. Knowing his tendency to break up companies whose shares he buys — examples include L3 Communications, ITT and Home Depot — HP appointed Whitworth to its board of directors last November.

Whitworth’s Relational Investors, LLC hasn’t accumulated any more HP shares since I first wrote about his holdings over the summer. But the value of those shares has fallen considerably.

As of Sept. 30, Whitworth’s stake in HP remained steady at 34,534,517 shares, amounting to a little less than 2 percent of the shares outstanding. It’s not quite enough to put Relational on the list of HP’s top 10 institutional holders maintained by Yahoo Finance, but it’s a fair amount.

Despite having bought most of its shares at prices north of $22 a share, HP has been trading in recent months at prices north of $12. All told, Relational has, since August of 2011, spent more than $790 million — or more than 13 percent of the funds it has under management — on HP shares that as of Monday’s closing price were worth $489 million. That’s a 38 percent drop in value.

As a condition of maintaining his board seat, Whitworth agreed not to seek the breakup or sale of HP or any of its major assets for two years. That was a year ago.

Groupon’s board meeting today turned out to be short on action, despite a clearly growing rift between company co-founder Andrew Mason and a number of directors.

In other words, Andrew Mason is keeping the CEO job — for now, anyway.

Groupon spokesman Paul Taaffe told AllThingsD that today’s meeting concluded without incident, there was no change of leadership — i.e. replacing Mason — and that it’s business as usual. Mason’s performance, though, was a topic at the gathering.

Nonetheless, Taaffe said exactly nothing, too: “The board and management team are focused on the performance of the company and they are all working together with heads down to achieve Groupon’s objectives.”

Which is what he had to say, since there was nothing to say. More to come on exactly what nothing means.

As AllThingsD had previously reported and Groupon CEO Andrew Mason confirmed in an onstage interview, there’s a bit of mishegas going on at the top echelons of the daily deals company over performance issues.

Today, the board is meeting in Chicago, a gathering that should be tense, given the rift between Mason and his co-founders, Groupon Executive Chairman Eric Lefkofsky and Brad Keywell, as well as worries from other directors about how the company has fared over the last year under Mason’s leadership.

Badly, if stock price is the judge (and it is), with shares down more than 80 percent since its IPO. Only recently did the shares move up on news of an investment by Tiger Global Management and then, ironically, on news this week of Mason’s possible ouster as top exec.

Tricia Duryee has outlined the many other issues the board faces, with the key issue being whether Mason is the man to fix them.

Until we know what conclusion the board comes to on this question, here are the four likeliest outcomes:

Mason quits: The fall-on-the-sword option is simple — Mason might decide that, for the good of the company and to end questions about him, he moves aside and hands over the reins. Mason himself cleverly addressed this in that interview at the Business Insider Ignition conference by noting that he would fire himself if he thought that was the best choice.

While a clever turn of phrase. Mason cannot actually fire himself — that is the board’s job. And while he, too, is on the board, he would have to recuse himself from any firing of himself.

So, his only real option in this scenario would be to quit. But will he? No one knows but him.

On one hand, in my experience, Mason is thoughtful enough to want to do so if he thought it was the right thing; on the other, after numerous discussions with him over the years, I think he does believe he is the right leader for Groupon.

Mason is fired: By the board, of course. This would be a drastic action and, to my mind, very unlikely. It would require a majority of the board and a very aggressive effort on the part of Mason’s critics. It would also damage the company by tossing out one of its key founders, who is arguably Groupon’s heart and soul and very much its creative spirit.

Firing founders and co-founder squabbles are always problematic (see Twitter) and usually never a good thing.

Mason moves to a new job and a new CEO is named: This seems like one reasonable course of action if cool heads prevail. That’s because if you talk to any significant Groupon investor — and I have talked to a lot — there is serious doubt about the company’s business model already and very little support for Mason himself.

But that does not mean he is not very valuable as a figure at the company, especially around product and culture. Could Mason take a key role in that area as did Larry Page and Sergey Brin of Google or Pierre Omidyar of eBay? Most definitely.

Mason keeps his job but gets lots of support: Another very viable option, by adding even more executive heft to the novice CEO. Groupon has already done that with the elevation of Kal Raman as COO, but it is still not enough. Mason needs a lot more help if he is to succeed, including from independent board members. Good candidates there are former AOL exec Ted Leonsis (and he knows from crisis), investment exec Mellody Hobson and American Express CFO Daniel Henry.

The problem for this option is that it puts an enormous amount of pressure on Mason to perform and does not remove the rancor between him and Lefkofsky and Keywell. If he bests his board detractors, he is going to have to succeed. Call it the put-up-or-shut-up option, but the onus will be squarely on Mason in this scenario. Which is just where it should be.

There is one final option, of course: Nothing will happen and Groupon will continue to stumble forward with a lot of questions lingering about its clearly wounded CEO and disgruntled board dynamics.

And, oh yes, they all have to work together to fix the business and restore investor confidence. There’s that.

More to come soon, obvi.

Until then and speaking of Illinois, here is the “Wayne’s World” version of the classic “Ballroom Blitz”:

Kara Swisher reported yesterday that several Groupon board members have been considering replacing Mason with a new CEO.

Today, in an appearance at Business Insider’s Ignition conference, Mason admitted to the audience that his performance was under review.

“The stock is down 80 percent since the IPO a year ago, so it would be weird if they weren’t discussing if I was the right guy,” he said. “That’s their chief responsibility, and they have discussed it in the past.”

At a regularly scheduled meeting tomorrow, the company’s directors, who do have that fiduciary responsibility to Groupon’s shareholders, will be asking the tough question as to whether Mason should continue running the daily deals company, or if it makes sense to bring on someone more experienced.

If it were up to Mason, he’d stay: “If I ever thought I wasn’t the right guy, I’d be the first one to fire myself.”

While at the helm over the past four years, the co-founder has accomplished some pretty awesome milestones — Groupon became the fastest-growing company ever, and had the largest IPO since Google went public. In that time, the thirtysomething Mason has transformed from the office comedian and prankster with uncombed locks to someone who more gracefully conducts himself on conference calls and wears suits to public appearances. While onstage today, he said that the CEO needs to be someone who can attract a strong team, choose a winning strategy and then execute against that strategy.

“I’m flattered that people think that removing me would flatten these bumps,” he added.

Still, as many companies and boards realize, it takes a different skill set to grow a company than it does to run one at enormous scale, and whether the founder is the right fit to guide an organization through its next phase is not always clear. Does Groupon need an Eric Schmidt, the former Google CEO, who can be brought in to work closely with the company’s founders, or is Mason a visionary, like Mark Zuckerberg, who can remain successful if surrounded by a few heavy-duty lieutenants?

There is no denying that, over the past year, there have been some major management missteps, which Mason will ultimately have to take responsibility for as the chief executive.

Here are five of them that the board will likely be looking at tomorrow as part of its evaluation as to whether Mason should stay or go:

1. Accounting: Never Groupon’s strong suit; the daily deals company has struggled with its books since before it went public. Prior to its IPO, it was forced to restate revenue and also had to dump a controversial accounting metric that made the company look more profitable than it was. After it went public, the problems continued. Following its first quarterly report, Groupon had to restate its earnings to take into account higher-than-expected returns last year during the holidays.
2. Management turmoil: Earlier this month, the company finally appointed a COO after the seat sat vacant for more than a year. The company picked Kal Raman, who was promoted from SVP of global sales and operations, a job he was essentially doing anyway. This is the third attempt at having an operations guru, after burning through two others in 2011. Neither Margo Georgiadis, who came from Google, or Rob Solomon, who came from Yahoo, lasted long.
3. Maintaining margins: This one is a big deal. Groupon was deemed the fast-growing company because of its tremendous top-line growth, but the real reason the company was considered so valuable was because of its high margins. Local restaurants and merchants were willing to pay big dollars to get new customers in the door. But as sales have started to plateau, the company has started to augment its original business with the sale of physical goods, which has inherently thinner margins. The business is also entering extremely competitive waters where well-established players like Walmart and Amazon operate.
4. European troubles: Part of the company’s promise when it went public was world domination. Groupon was on track to become a household name across the globe by replicating its popular U.S. business model everywhere. But Europe has underperformed. Mason has admitted that Groupon was too focused on capturing market share in those markets and subsequently let innovation and customer and merchant satisfaction slide. As a result, Groupon’s gross bookings revenue have been severely affected.
5. Continued growth: All of the previous issues are well known, but the big challenge going forward will be for Groupon to keep evolving and finding ways for both merchants and customers to continue coming back. Groupon has identified a two-part approach. One includes the sale of Groupon Goods. The other bet is to build more tools and services to make local merchants happy. So far, those tools have included online scheduling software, mobile payments and point-of-sale hardware. As designed, these services are not expected to generate huge amounts of revenue, but rather to continue merchant interest in buying daily deals.

It is a clearly troubled record, and a tough road for a novice CEO to handle. But perhaps the most damning sign is the stock price. While it has risen recently, after Tiger Global Management bought a big stake — and went up almost 5 percent since news of Mason’s possible ouster was reported here yesterday — shares are still off more than 84 percent since Groupon’s IPO a year ago.

In other words, for Mason, it’s a long way down.

As AllThingsD has previously reported, the microblogging service has been interviewing a series of media executives, including Chernin, for a possible board position with the company.

The media mogul has held key roles at News Corp. (AllThingsD’s parent company), and was a major player in the formation of streaming video service Hulu. Chernin also holds a seat on the board of Pandora, the online music service.

So, naturally, as Twitter has moved increasingly toward a more consumption-based, media-centric company, Chernin is an easy choice for a board seat.

Over the past two years, the company has made major strides into more traditional forms of mainstream media turf, making hashtags and its little bird logo a now-ubiquitous part of watching or promoting TV shows and films.

But more than that, Twitter’s ever-expanding sales and monetization teams want a larger slice of the ad dollars — and the eyeballs — that big media companies bring to the table.

Funny enough, Twitter is currently in the midst of its annual global sales conference, where co-founder Jack Dorsey took the stage on Thursday morning to speak about the state of the company.

As it stands, Twitter’s current board is largely tech-centric in its membership, with Valley veterans Dick Costolo, Jack Dorsey and Evan Williams holding seats, along with others like Benchmark Capital’s Peter Fenton, Peter Currie of Currie Capital, and former DoubleClick CEO David Rosenblatt.

Chernin’s appointment also serves to replace former Twitter board member Mike McCue, CEO and co-founder of the popular media-centric start-up Flipboard.

As I reported last month, Twitter’s search for a new board member had also focused heavily on naming a woman candidate, which the company’s all-male board currently lacks. Twitter had already interviewed a number of female candidates, according to sources, though it has not chosen one yet. It is unclear whether Twitter will appoint another member after Chernin.

A Twitter spokesman declined to comment on any new or potential board appointees.

Benioff’s addition to Cisco’s board fits perfectly with the ongoing shake-up that CEO John Chambers has been undergoing during the last year or so. Once you get Chambers talking about the new strategy at Cisco, you only hear the word “cloud” about 200 times in five minutes.

Of course I’m exaggerating a bit, but the fact is that the cloud is what Benioff is all about. A former Oracle VP and acolyte of its CEO Larry Ellison, Benioff founded Salesforce a little more than a decade ago on the then-radical proposition that you didn’t have to install any software on your local computer to run a customer-relationship management (CRM) database.

Back then they called it software-as-a-service, or SaaS, but more often than not, the concept of running applications in this manner is interchangeably described as being “in the cloud.”

And the fact is that Cisco is emerging as an important player in cloud infrastructure, specifically its Unified Computing System, or UCS, which combines networking and servers in single, easy-to-buy product. Long known primarily for its networking chops, Cisco has emerged as the world’s No. 3 vendor of blade servers, according to the reckoning of market research firm IDC.

Also joining Cisco’s board is Kristina Johnson. She runs a clean-energy company called Enduring Hydro. She was Under Secretary of Energy in the Obama Administration, confirmed in May of 2009, and stepped down at the end of 2010. Before that, Johnson was the provost at The Johns Hopkins University.

Here’s the announcement:

Cisco Appoints Marc Benioff and Kristina Johnson to Board of Directors

SAN JOSE, CA–(Marketwire -08/02/12)- Cisco (CSCO) today announced the appointment of Marc Benioff, co-founder and CEO of salesforce.com, and Dr. Kristina M. Johnson, CEO of Enduring Hydro, LLC and former Under Secretary of Energy at the U.S. Department of Energy, to its board of directors effective August 1, 2012.

“We are extremely pleased to welcome Marc and Kristina to Cisco’s board of directors,” said John Chambers, Cisco chairman and CEO. “Marc has changed the face of technology through his bold ideas around cloud computing and the social enterprise. Kristina brings us an unmatched expertise in science and technology, which will help guide Cisco as we continue to innovate and transform our customers’ experiences.”

Benioff, 47, co-founded salesforce.com in February of 1999 and has served as chairman of the board of directors since its inception. He has served as CEO of salesforce.com, which was selected by Forbes as the World’s Most Innovative Company in 2011, since November of 2001. Prior to launching salesforce.com, Benioff, a 30-year veteran of the software industry, spent 13 years at Oracle.

Johnson, 55, currently serves as CEO of Enduring Hydro, LLC, a clean energy development and consulting company. In her previous role as under secretary of energy, she was responsible for managing a broad $10.5 billion energy and environment portfolio. Prior to this role, Johnson served as provost and senior vice president for Academic Affairs at The Johns Hopkins University and dean of the Pratt School of Engineering at Duke University. She currently serves on the board of directors of Boston Scientific Corporation and The AES Corporation. Johnson is also an inventor and entrepreneur, holding more than 45 U.S. patents. Johnson has received the John Fritz Medal, widely considered the highest award given in the engineering profession.

With the appointment of Benioff and Johnson, Cisco’s board now consists of 14 members, including Carol A. Bartz, former CEO, Yahoo! Inc.; M. Michele Burns, former chairman and CEO, Mercer LLC; Michael D. Capellas, former CEO, VCE Company, LLC; Larry R. Carter, former SVP, Office of the Chairman and CEO, Cisco Systems, Inc.; John T. Chambers, chairman and CEO, Cisco Systems, Inc.; Brian L. Halla, former chairman and CEO, National Semiconductor Corporation; John L. Hennessy, Ph.D., president, Stanford University; Richard M. Kovacevich, retired chairman and CEO, Wells Fargo & Company; Roderick C. McGeary, chairman, Tegile Systems, Inc.; Arun Sarin, KBE, senior advisor, Kohlberg Kravis Roberts & Co. and former CEO of Vodafone Group Plc; Steven M. West, founder and partner, Emerging Company Partners LLC; and Jerry Yang, co-founder and former chief Yahoo!, Yahoo! Inc.

As part of the deal, Gary Reiner — the former CIO of General Electric and an operating partner at GA, who’s also a director at Hewlett-Packard — will join Box’s board. Also joining the round as a new investor is the Social+Capital Partnership.

Sources familiar with the company’s efforts tell AllThingsD that there are at least two other institutional investors taking part in the round, but those firms are, for now, not being named, though they’ll be revealed in regulatory filings soon. In taking institutional investments, as part of a late-stage investment, Box is following a variant of the strategy that companies like Facebook and Workday have followed on the path to an initial public offering, which Box is considering for sometime in 2013.

The Wall Street Journal reported last week that Box was raising funds at an implied valuation of $1.2 billion, and sources familiar with the terms of the deal confirmed that such a valuation estimate is right on target.

The investment brings Box’s total capital raised so far to about $285 million. In fact it’s been less than a year since Box took an $81 million strategic investment round from Salesforce.com and SAP Ventures with several venture capital funds including New Enterprise Associates and Bessemer Venture Partners. Box has proven one of the more popular plays for venture capitalists in the last few years, and its roster of backers runs the gamut of Sand Hill Road’s bigger names: Andreessen Horowitz, Draper Fisher Jurvetson, Emergence Capital Partners, Meritech Capital Partners, Scale Venture Partners and US Venture Partners are all investors.

But ask Aaron Levie about an IPO, and he’s quick to demur. “We can do way more as a private company than we can as a public company,” he says. “Taking this round gives us the foundation to build the foundation we need.”

By VC standards, $125 million is a sizable deal, but Reiner told me it’s about an average-sized deal for General Atlantic. “We invest about $2 billion a year,” Reiner told me, “and do about a deal a month,” in sizes ranging from $50 million to $500 million, but averaging about $150 million each. The firm’s investments have included stakes in Alibaba Group, Facebook, Gilt Group, and ServiceSource.

And there’s no question that Box is growing. Just last month, it announced plans to expand into Europe, disclosed that it had hired Stefan Apitz away from LinkedIn as its VP of operations, and talked about a new data center in Las Vegas. And in March, it took its exploding batch of employees — now 500 strong — to new headquarters in Los Altos, Calif.

What’s interesting about Reiner leading this investment and taking a seat on Box’s board is the fact that he was for years the CIO at GE, and as such was once the very kind of person who you might have expected to be suspicious of the cloud’s value to large enterprises.

I asked him to put his old CIO hat back on for a moment and consider how he might have seen Box years ago. “The biggest concern a CIO has is about important documents being stored outside the firewall,” Reiner told me. “But the fact is that almost every large enterprise has been broken into, and every CIO has been humbled regarding how tought it is to secure your own environment. But the fear of trusting a cloud service is a lot less now than it was about four or five years ago.”

Rather than fight the constant losing battle to keep the bad guys out, better to let someone whose reputation depends on security develop a service specifically for sharing files across a company or with partners.

At GE, Reiner oversaw the building of an internally-built file sharing network that did a lot of the same things Box does, but without anywhere near as many features. “We couldn’t find someone to build it for us, so we built our own, and it quickly became critical to the heartbeat of the company,” he said. “It had a lot of the same functionality but its user experience was nothing like Box.”

I asked Reiner what he thinks about the timetable for a Box IPO. His answer: “Who knows? … All we want to do is help,” he told me. “The goal is to provide the best business guidance that we can.” There will be time to talk about IPOs sooner or later.

Siminoff, who is currently the president and CEO of Shmoop University, will also join the audit committee of the social games company.

Over the past year, the company has added a number of board members, but no women, despite the fact that they make up one of the company’s core player demographics.

Prior to her role at Shmoop, an educational publishing company, Siminoff served as President and CEO of Efficient Frontier, and was a founding executive at Yahoo, where she held a variety of roles. She also currently serves on the board of directors for Journal Communications, Mozilla, Solarwinds and U.S. Auto Parts Network.

Siminoff joins Jeffrey Katzenberg, Reid Hoffman, Sunil Paul, Bing Gordon, Stanley Meresman, Owen Van Natta, John Schappert and Mark Pincus.

No word on whether Siminoff plays Zynga’s games herself, but in a statement, she said she admires the company’s ability to bring people together.

“Zynga is truly about deep connections between people and the company has built a significant, engaged player community around the benefits of play and social,” Siminoff said. “I admire this vision and I look forward to working with Mark and my fellow directors to leverage Zynga’s tremendous success and extend its consumer facing platform for play even further.”

On Friday, HP shares set yet another ignominious milestone, hitting $18.98 a share and trading at the lowest levels seen since late 2004, falling nearly 2 percent on a day when the Dow Jones Industrial Average rose by more than 1.6 percent.

The fall came in partial reaction to an earnings warning from printer company Lexmark, which slashed its second-quarter sales and profit forecasts, blaming slackening demand in Europe and unfavorable currency conditions. Lexmark shares fell by more than 16 percent.

Naturally, investors worried that a bad market for printers would have to hurt the world’s largest maker of printers, as well. It’s certainly not an unreasonable conclusion: HP’s printer unit — recently combined with its PC unit — accounted for 20 percent of sales and 36 percent of operating profits last quarter. And it’s not as if the indications for the printer business weren’t already dour. HP has struggled with its own version of currency difficulties: Since many key printer components are made in Japan, the strong yen has continued to add a currency headwind to an already challenged market for printers and printing supplies.

A pronounced weakness in the printing business is one thing, but there were other alarm bells. Last week’s PC sales figures from Gartner and IDC suggest that HP’s PC sales fell by about 12 percent and change, with a lot of market ground given to China’s Lenovo. Not good for the world’s leading PC vendor.

Add to that sales of HP servers — HP is the world’s leading vendor in that market, too, which fell by nearly 10 percent in the first quarter, according to Gartner and IDC — and the case for optimism has dwindled substantially.

Attention then necessarily turns to HP’s major shareholders, and one in particular: Ralph Whitworth, the activist investor and head of Relational Investors, LLC, a San Diego-based investment firm with about $6 billion under management.

Whitworth (pictured) took a seat on HP’s board of directors in November of 2011 after disclosing that Relational had acquired about 17.3 million shares as of Sept. 30 amounting to nearly 1 percent of HP’s outstanding equity.

Since then, Whitworth has been buying a lot more HP shares: As of June 1, SEC filings (see the most recent one here) show that Whitworth, through Relational, has doubled his holdings in HP, and now controls more than 34.5 million shares, a stake that is approaching 2 percent of the shares outstanding. That would put Relational on track to be the eighth-largest institutional holder of HP shares. In short, you have to go pretty far to find an HP shareholder with more skin in the game than Ralph Whitworth.

And there’s no way that Whitworth can be happy with HP’s performance of late. In May alone, Relational spent more than $407 million accumulating HP shares, at average prices ranging from $22.02 to $22.71. All told, Relational has, since last August, spent more than $790 million — or more than 13 percent of the funds it has under management — on HP shares that as of Friday were worth less than $656 million, representing a drop in value of about 17 percent.

This all makes Whitworth’s voice in HP’s board meetings all the more weighty. As a condition of taking the board seat, Whitworth agreed not to publicly seek HP’s sale or merger with another company or a spinoff of any of its assets. Whitworth will no doubt have other levers to pull. And nothing in the agreement forbids him from arguing for any course of action behind the closed doors of HP board meetings.

At this point, it’s worth looking at Whitworth’s history: Last June, after acquiring a 6 percent stake in L3 Communications, Whitworth pushed for a breakup of that company. The result was the spinoff of a $2 billion unit that is to be called Engility.

Also in 2011, after amassing a stake of nearly 4 percent, Whitworth pushed for — and ultimately won — the breakup of the industrial conglomerate ITT. In that case, Whitworth threatened a nasty proxy fight by nominating himself and two other Relational officers to that company’s board. It ultimately broke itself into three publicly held pieces: ITT, ITT Excelis, and Xylem.

Whitworth’s latest target appears to be soft-drink giant PepsiCo. Having accumulated a stake amounting to about 0.6 percent of its shares outstanding, he is said to have agitated for the separation of its slow-growing beverage business from its faster-growing snacks line.

His biggest coup was at Home Depot, where he pushed the company to get out of the commercial building-supply business, which ultimately led to the resignation of then-CEO Robert Nardelli.

These examples of Whitworthiana are notable in light of J.P. Morgan analyst Mark Moskowitz’s July 13 note to clients arguing that HP should indeed break up: As Barron’s noted that day, Moskowitz thinks HP will have to reinvest cost savings from the combination of its printer and PC divisions into the reengineering of its business model.

Moskowitz goes on: If HP’s strategic intent is to build up its enterprise IT solutions business, PCs and printers become less integral. Naturally, this brings to mind last August’s disastrous plan to spin off the PC-making personal systems group, a decision that, combined with the $11.7 billion acquisition of Autonomy, cost then-CEO Léo Apotheker his job.

Apotheker’s successor, Meg Whitman, quickly killed the spinoff plan after assuming the CEO slot, arguing that the PC business gives HP the scale it needs to compete effectively in other hardware businesses, including servers and printers. But given the growth prospects of both for the forseeable future, the pressure to carve HP up into parts will only grow.

But make no mistake: It’s an idea that Whitman firmly opposes: In a June 5 interview with AllThingsD, she reiterated her opinion that HP is strongest in its current sprawling form: Asked if she saw any scenario where a piece of HP was cut off from the whole, she was abundantly clear: “As I see it, everything stays,” she said at the time.

One has to wonder if, given his history of agitating for sweeping change at so many large and troubled companies, HP’s newest director and eighth-largest shareholder sees it in quite the same way.

During RIM’s annual shareholders meeting today, investors vented their frustration with the company’s recent performance, which has dragged its share price down nearly 80 percent. Among their more pointed criticisms: RIM’s complacent board of directors has failed the company miserably, and may well do so again if it’s not replaced.

“I am extremely … extraordinarily critical of the board,” one shareholder said during the Q&A portion of the meeting. “I don’t think any of the old board members should still be on the board. RIM’s decline has been occurring for years. Why did they let it get out of hand? How could they allow things to get so bad before doing anything about it?”

An apt question, and one with a sentiment shared by more than a few RIM shareholders. While the company’s slate of directors was elected, preliminary results showed a significant percentage of votes withheld, including more than 30 percent from John Richardson, and 19 percent from former co-CEO Mike Lazaridis — RIM’s two longest-serving board members. Not exactly overwhelming approval for the current board. As the aforementioned shareholder observed, “What this company needs is an upheaval.”

And, to its credit, RIM’s leadership recognizes that. Chairwoman Barbara Stymiest said RIM continues to seek additional board members with the help of an executive search firm. And Heins, who has wisely dropped the “happy happy joy joy” talk for which he took so much flak last week, was more appropriately contrite facing his shareholders today.

“I am not satisfied with the performance of the company over the past year. Many of you are frustrated with the time it has taken us to make our way through the transition,” Heins said, before stressing once again that RIM is headed in the right direction. “The management team and I have already instituted some major changes this year, and there will be more to come as we work to turn around the company’s performance. … But I have assembled a leadership team that’s truly capable of taking us into the future.”

As I said, investors are unconvinced — at the moment, the stock is down to just more than $7 a share, close to 5 percent.

“Sheryl has been my partner in running Facebook and has been central to our growth and success over the years,” said CEO Mark Zuckerberg in a statement. “Her understanding of our mission and long-term opportunity, and her experience both at Facebook and on public company boards makes her a natural fit for our board.”

Sandberg is the first woman to be appointed to the now eight-member board, joining CEO Mark Zuckerberg, along with financial backers Marc Andreessen of Andreessen Horowitz, Jim Breyer of Accel Partners and Peter Thiel of Founders Fund, among others.

In addition to Facebook, Sandberg also sits on the boards of four other companies, including the Walt Disney Company and Women for Women International.

The appointment comes shortly after the end of Facebook’s eight-year trek toward becoming a public company, with much of that heavy lifting tasked to Sandberg upon her initial hiring. She was hired away from Google in 2008, where she served as the company’s vice president of global online sales and operations and is credited for building out the immensely profitable AdWords system, upon which Google’s massive digital advertising empire was built. Sandberg was charged with turning Facebook — then a fast-growing social start-up with lofty ambitions though little monetization strategy — into a viable, profitable business.

Which, arguably, Sandberg seems to have done. Of the $1.058 billion in revenues Facebook had in Q1, advertising — Sandberg’s specialty — made up $872 million of the total. So after what many would consider a successful tenure at the company thus far, it’s an arguably well justified appointment.

The question now, it seems, is an obvious one: What took so long?

Last month, Kara Swisher reported that Schultz and Accel Partners’ Kevin Efrusy were suddenly stepping down from the Groupon board.

Schultz’s departure was effective immediately, while Efrusy will not be standing for reelection at the company’s annual meeting in June.

In the interview on CNBC, Schultz said, “I only committed to one year. It just so happens that my exit was timed with the problem they had last quarter, and no one should read anything into that.”

When asked whether the company has enough adult supervision, he added: “I have confidence in the board and Andrew, and that’s all I have to say at this time.”

Groupon’s stock has continued a downward spiral after it revised its fourth-quarter results to account for higher than expected returns during the holiday period. Today, the stock is down 1.3 percent, or 13 cents, to trade at $9.94 a share.

At that price, it is worth half as much as at the time of its initial public offering.

On the same day that Schultz and Efrusy announced their departures, Groupon said it planned to appoint both Daniel Henry, CFO of American Express, and Deloitte Vice Chairman Robert Bass. Henry joins immediately, in Schultz’s place.

The daily deal company’s shares slid 3.3 percent, or 34 cents, to settle at $9.97 a share today, marking the first time its stock closed in single digits.

At that price, the company’s value hovers around $6.4 billion, which is getting uncomfortably close to Google’s $6 billion buyout offer that the Chicago company turned down in late 2010.

Groupon has been unable to regain investor confidence since revising its fourth-quarter results at the end of March despite putting out a string of press releases. Over the past couple of weeks, it has hired a new SVP, Kal Raman, and appointed two new directors with accounting expertise.

Today, it sold a package that included a pair of tickets to see New Kids on the Block, a ride on a roller coaster with the teen heartthrobs and round-trip airfare, among other activities, for $10,000, or roughly half off.

Now Groupon is also half off. (I’m pretty sure the NKOTB’s lyrics “Hangin’ Tough” can apply.)

At less than $10 a share, Groupon’s stock is 50 percent below its IPO price of $20 a share.

For CEO Andrew Mason, it means watching his shares decrease from $1.3 billion at the stock’s peak on day one to roughly $470 million today.

GRPN data by YCharts