UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 27, 2023, Box, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The stockholders of the Company voted on the following proposals at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 15, 2023:
1. | To elect three Class III directors to serve until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualified; |
2. | To approve, on an advisory basis, the compensation of the Company’s named executive officers; and |
3. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 31, 2024. |
The Class A common stock and Series A Convertible Preferred Stock vote together as a single class unless otherwise provided. Each stockholder of record as of May 1, 2023, the record date for the Annual Meeting (the “Record Date”), was entitled to one vote per share of Class A common stock and one vote per each share of Class A common stock underlying a share of Series A Convertible Preferred Stock on an “as converted” basis.
Present at the Annual Meeting virtually or by proxy were holders of shares of Class A common stock and Series A Convertible Preferred Stock representing an aggregate of 137,752,147 votes, or 84.29% of the voting power of all issued and outstanding shares entitled to vote at the Annual Meeting as of the Record Date, constituting a quorum.
The voting results for each of these proposals are detailed below.
1. Election of Directors
Nominee |
For |
Against |
Abstained |
Broker Non-Votes | ||||
Sue Barsamian |
86,097,912 | 42,748,975 | 75,745 | 8,829,515 | ||||
Jack Lazar |
85,646,819 | 43,193,869 | 81,944 | 8,829,515 | ||||
John Park |
86,991,801 | 41,849,338 | 81,493 | 8,829,515 |
Each director nominee was duly elected as a Class III director to serve until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualified.
2. Advisory Vote on Compensation of Named Executive Officers
For |
Against |
Abstained |
Broker Non-Votes | |||
126,078,898 | 2,720,825 | 122,909 | 8,829,515 |
The stockholders advised that they were in favor of the compensation of the Company’s named executive officers.
3. Ratification of Appointment of Independent Registered Public Accounting Firm
For |
Against |
Abstained |
Broker Non-Votes | |||
134,954,607 | 2,735,201 | 62,339 | — |
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 31, 2024, was ratified.
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: June 29, 2023 | BOX, INC. | |||||
By: | /s/ David Leeb | |||||
David Leeb Chief Legal Officer and Corporate Secretary |