BXP, Inc.
For the period ended May 21, 2026. Filed Apr 10, 2026.
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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
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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:
| 1 | 2 | 3 |
| Election of the eleven (11) nominees named in the proxy statement to serve on our Board of Directors | Approval (on a non-binding, advisory basis) of the compensation of our named executive officers | Ratification 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 Officer | Joel 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 Time | Location200 Club200 Clarendon Street, 3rd FloorBoston, Massachusetts 02116 | Record 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
| 1 | To 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 |
| 2 | To hold a non-binding, advisory vote on named executive officer compensation |
| 3 | To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 |
| 4 | To 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 & Highlights | 1 |
|---|---|---|
| › | Proposal 1 / Election of Directors | 7 |
| Vote Required and Majority Voting Standard | 7 | |
| Summary of Board Nominee Qualifications and Experience | 9 | |
| Nominees for Election | 11 | |
| Director Independence | 22 | |
| Consideration of Director Nominees | 24 | |
| › | Corporate Governance | 26 |
| Board Leadership Structure | 26 | |
| Board Refreshment Philosophy | 29 | |
| Policy Against Overboarding | 30 | |
| Board and Committee Evaluations | 31 | |
| Risk Oversight Framework | 32 | |
| Board and Committee Meetings | 35 | |
| Board Committees | 36 | |
| Other Governance Matters | 41 | |
| › | Sustainability and Human Capital Management | 43 |
| › | Executive Officers | 45 |
| › | Principal and Management Stockholders | 51 |
| › | Compensation of Directors | 55 |
| Components of Director Compensation | 55 | |
| Deferred Compensation Program | 56 | |
| Director Stock Ownership Guidelines | 56 | |
| Director Compensation Table | 57 | |
| › | Compensation Discussion and Analysis | 59 |
| A Letter from Our Compensation Committee | 60 | |
| Executive Summary | 62 | |
| Our Executive Compensation Program | 66 | |
| 2025 Executive Compensation | 68 | |
| Determining Executive Compensation | 93 | |
| Other Compensation Policies | 95 | |
| Compensation Committee Report | 100 | |
| › | Compensation of Executive Officers | 101 |
| Summary Compensation Table | 101 | |
| Grants of Plan-Based Awards in 2025 | 103 |
| Outstanding Equity Awards at 2025 Fiscal Year-End | 105 | |
| 2025 Option Exercises and Stock Vested | 107 | |
| Nonqualified Deferred Compensation in 2025 | 108 | |
| Employment Agreements | 110 | |
| Potential Payments Upon Termination or Change in Control | 112 | |
| Pay Ratio Disclosure | 119 | |
| Pay Versus Performance | 120 | |
| › | Proposal 2 / Advisory Vote on Named Executive Officer Compensation | 124 |
|---|---|---|
| Proposal | 124 | |
| Vote Required | 124 | |
| › | Proposal 3 / Ratification of Appointment of Independent Registered Public Accounting Firm | 125 |
| Proposal | 125 | |
| Fees to Independent Registered Public Accounting Firm | 126 | |
| Audit and Non-Audit Services Pre-Approval Policy | 126 | |
| Vote Required | 126 | |
| Audit Committee Report | 127 | |
| › | Other Matters | 128 |
| Certain Relationships and Related Person Transactions | 128 | |
| Stockholder Nominations for Director and Proposals for the 2027 Annual Meeting | 129 | |
| › | Information About the Annual Meeting | 130 |
| Notice of Internet Availability of Proxy Materials | 130 | |
| Presentation of Other Matters at the Annual Meeting | 130 | |
| Stockholders Entitled to Vote | 130 | |
| Attending the Annual Meeting | 130 | |
| Quorum for the Annual Meeting | 130 | |
| How to Vote | 131 | |
| Revoking Proxy Instructions | 132 | |
| Accessing BXP’s Proxy Materials Electronically | 132 | |
| Householding | 132 | |
| Expenses of Solicitation | 133 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.