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BXP, Inc.

For the period ended May 21, 2026. Filed Apr 10, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 21, 2026 · Filed Apr 10, 2026

BXP$65.01-0.4%Stored close · as of Nov 6, 2026
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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

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 Pursuant to §240.14a-12

BXP, INC.

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ 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

April 10, 2026

Dear Fellow BXP Stockholders,

You are cordially invited to attend the 2026 annual meeting of stockholders of BXP, Inc. The annual meeting will be held on Thursday, May 21, 2026 at 9:00 a.m., Eastern Time, at 200 Club, 200 Clarendon Street, 3rd Floor, Boston, Massachusetts 02116.

The proxy statement, with the accompanying formal notice of the meeting, describes the matters expected to be acted upon at the meeting. We encourage you to review these materials carefully and to use this opportunity to take part in BXP’s affairs by voting on the matters described in the proxy statement. Following the formal portion of the meeting, we will provide a brief report on the operations of our company and our directors and management team will be available to answer appropriate questions from stockholders.

At the annual meeting, you will be asked to vote on the following proposals:

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Election of the eleven (11) nominees named in the proxy statement to serve on our Board of DirectorsApproval (on a non-binding, advisory basis) of the compensation of our named executive officersRatification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026

In addition, you will be asked to transact any such other business as may properly come before the annual meeting or any postponement or adjournment thereof.

Your vote is important. Your proxy or voting instruction card includes specific information regarding the several ways to vote your shares. We encourage you to vote as soon as possible, even if you plan to attend the meeting. You may vote over the internet, by telephone or by mail.

Thank you for your continued support of BXP.

Sincerely,

Owen D. ThomasChairman and Chief Executive OfficerJoel I. KleinLead Independent Director

Notice of 2026 Annual Meeting of Stockholders of BXP, Inc.

2026 Annual Meeting Information

Date & TimeThursday, May 21, 20269:00 a.m., Eastern TimeLocation200 Club200 Clarendon Street, 3rd FloorBoston, Massachusetts 02116Record DateMarch 25, 2026. Only holders of record of BXP common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the annual meeting.

Items of Business

1To elect the eleven (11) nominees for director named in the proxy statement, each to serve for a one-year term and until their respective successors are duly elected and qualified
2To hold a non-binding, advisory vote on named executive officer compensation
3To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026
4To consider and act upon any other matters that are properly brought by or at the direction of the Board of Directors before the annual meeting and at any adjournments or postponements thereof

Proxy Voting

Whether or not you plan to attend the meeting and vote your shares of common stock in person, we urge you to vote your shares as instructed in the proxy statement. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the postage-paid envelope provided.

If your shares of common stock are held by a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee to have your shares of common stock voted.

Any proxy may be revoked at any time prior to its exercise at the annual meeting.

By Order of the Board of Directors,

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on May 21, 2026. The proxy statement and our 2025 annual report to stockholders are available at www.proxyvote.com.

Eric G. Kevorkian, Esq.

Secretary

Table of Contents

›Proxy Summary & Highlights1
›Proposal 1 / Election of Directors7
Vote Required and Majority Voting Standard7
Summary of Board Nominee Qualifications and Experience9
Nominees for Election11
Director Independence22
Consideration of Director Nominees24
›Corporate Governance26
Board Leadership Structure26
Board Refreshment Philosophy29
Policy Against Overboarding30
Board and Committee Evaluations31
Risk Oversight Framework32
Board and Committee Meetings35
Board Committees36
Other Governance Matters41
›Sustainability and Human Capital Management43
›Executive Officers45
›Principal and Management Stockholders51
›Compensation of Directors55
Components of Director Compensation55
Deferred Compensation Program56
Director Stock Ownership Guidelines56
Director Compensation Table57
›Compensation Discussion and Analysis59
A Letter from Our Compensation Committee60
Executive Summary62
Our Executive Compensation Program66
2025 Executive Compensation68
Determining Executive Compensation93
Other Compensation Policies95
Compensation Committee Report100
›Compensation of Executive Officers101
Summary Compensation Table101
Grants of Plan-Based Awards in 2025103
Outstanding Equity Awards at 2025 Fiscal Year-End105
2025 Option Exercises and Stock Vested107
Nonqualified Deferred Compensation in 2025108
Employment Agreements110
Potential Payments Upon Termination or Change in Control112
Pay Ratio Disclosure119
Pay Versus Performance120
›Proposal 2 / Advisory Vote on Named Executive Officer Compensation124
Proposal124
Vote Required124
›Proposal 3 / Ratification of Appointment of Independent Registered Public Accounting Firm125
Proposal125
Fees to Independent Registered Public Accounting Firm126
Audit and Non-Audit Services Pre-Approval Policy126
Vote Required126
Audit Committee Report127
›Other Matters128
Certain Relationships and Related Person Transactions128
Stockholder Nominations for Director and Proposals for the 2027 Annual Meeting129
›Information About the Annual Meeting130
Notice of Internet Availability of Proxy Materials130
Presentation of Other Matters at the Annual Meeting130
Stockholders Entitled to Vote130
Attending the Annual Meeting130
Quorum for the Annual Meeting130
How to Vote131
Revoking Proxy Instructions132
Accessing BXP’s Proxy Materials Electronically132
Householding132
Expenses of Solicitation133
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.