UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of the Amended and Restated 2015 Equity Incentive Plan
On July 2, 2024, Box, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Company’s Amended and Restated 2015 Equity Incentive Plan (the “Restated Plan”).
Subject to the adjustment provisions as set forth in the Restated Plan, the maximum aggregate number of shares that may be issued under the Restated Plan pursuant to awards granted after the approval of the Restated Plan will be (a) 9,000,000 shares of the Company’s Class A common stock, plus (b) any shares subject to awards granted under each of the Company’s 2011 Equity Incentive Plan, as amended, and the Company’s 2015 Equity Incentive Plan that were outstanding on or prior to stockholder approval of the Restated Plan, and that subsequently expire, are forfeited to or repurchased by the Company, or otherwise terminate without having been exercised or issued in full, up to a maximum of 20,228,040 shares.
The material terms of the Restated Plan are set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 20, 2024 (the “Proxy Statement”), as supplemented on June 17, 2024, which descriptions are incorporated herein by reference.
The foregoing descriptions of the Restated Plan are qualified in their entirety by reference to the full text of the Restated Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Each stockholder of record as of May 6, 2024, 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. The Class A common stock and Series A Convertible Preferred Stock voted together as a single class.
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 139,063,418 votes, or 84.76% 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.
Summarized below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting:
Proposal 1 - Election of Directors. The Company’s stockholders voted to elect three Class I directors to serve until the Company’s 2027 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal, with voting results as follows:
| Nominee |
For |
Against |
Abstained |
Broker Non-Votes | ||||
| Dana Evan |
94,632,253 | 37,695,694 | 91,407 | 6,644,064 | ||||
| Aaron Levie |
126,191,343 | 6,173,577 | 54,434 | 6,644,064 | ||||
| Amit Walia |
128,013,122 | 4,315,914 | 90,318 | 6,644,064 |
Proposal 2 - Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers. The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement, with voting results as follows:
| For |
Against |
Abstained |
Broker Non-Votes | |||
| 129,702,564 | 2,584,970 | 131,820 | 6,644,064 |
Proposal 3 – Approval of the Restated Plan. The Company’s stockholders voted to approve the Company’s Amended and Restated 2015 Equity Incentive Plan, with voting results as follows:
| For |
Against |
Abstained |
Broker Non-Votes | |||
| 91,873,612 | 40,417,890 | 127,852 | 6,644,064 |
Proposal 4 - Ratification of the Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders voted 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, 2025, with voting results as follows:
| For |
Against |
Abstained |
Broker Non-Votes | |||
| 134,979,960 | 4,003,567 | 79,891 | — |
| Item 9.01 | Financial Statements and Exhibits. |
Exhibits
| Exhibit |
Description | |
| 10.1 | Box, Inc. Amended and Restated 2015 Equity Incentive Plan | |
| 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: July 5, 2024 | BOX, INC. | |||||
| By: | /s/ David Leeb | |||||
| David Leeb | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||