UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| Item 5.03 | Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 14, 2022, the board of directors (the “Board”) of Box, Inc. (the “Company”) adopted amended and restated bylaws of the Company (the “Amended and Restated Bylaws”) effective December 14, 2022. The Amended and Restated Bylaws supersede and replace the Company’s bylaws in effect immediately prior to the adoption of the Amended and Restated Bylaws.
The Amended and Restated Bylaws include (i) updates and revisions to the advance notice provisions for the nomination of directors or the proposal of other business at stockholder meetings, including revisions that address the universal proxy rules adopted by the Securities and Exchange Commission; (ii) the addition of a forum selection clause providing that unless the Company consents in writing to the selection of an alternative forum, certain claims and stockholder litigation must be brought in the Delaware Court of Chancery and federal securities law claims brought under the Securities Act of 1933 must be brought in federal court as opposed to state court; (iii) revisions reflecting recent Delaware law amendments, including availability of stockholder lists for stockholders, communications regarding adjourned stockholder meetings and requirements for action by written consent of the Board; and (iv) other clarifying, conforming and ministerial changes.
The foregoing description of the amendments made in the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Amended and Restated Bylaws of Box, Inc., effective December 14, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 19, 2022 | BOX, INC. | |||||
| By: | /s/ David Leeb | |||||
| David Leeb | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||