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Boxlight Corp

For the period ended Aug 8, 2025. Filed Jun 17, 2025.

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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.

Aug 8, 2025 · Filed Jun 17, 2025

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BOXL$1.99+1.5%Stored close · as of Nov 6, 2026
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Contents

242025 PROXY STATEMENT

242025 PROXY STATEMENT
5.)For the year ended December 31, 2023, inasmuch as the Company did not have additional available shares to issue under its current Equity Incentive Plan, 63% of the bonuses paid to each recipient were paid in cash and the balance of 37% of the bonuses paid in Stock Awards under the Equity Incentive Plan.
6.)As required by SEC rules, amounts shown in this column, “Stock Awards,” present the aggregate grant or modification date fair value of RSU’s granted or modified in each year in accordance with ASC 718, Compensation-Stock Compensation and represents the value based on the probable outcome of performance conditions. See also Note 13 – Stock Compensation, to our audited financial statements for the year ended December 31, 2024, included in our 2024 Annual Report on Form 10-K. These awards were made under the provisions of the equity-based incentive compensation program.
7.)Mr. Pope was granted RSUs with a grant date fair value of $180,000 in January 2023. However, in June 2023, Mr. Pope voluntarily agreed to forfeit 62,299 of RSUs that were granted to him during 2023, equal to a grant date fair value of $146,411, due to the limited availability of shares of Class A common stock available for issuance under the Company's charter.
8.)Mr. Pope, Mr. Starkey, Mr. Nance, Mr. Marklew, and Mr. Wiggins were granted stock options with a grant date fair value of $420,000, $75,000, $75,000, $75,000 and $36,989, respectively, in February 2023. However, in June 2023, each of Mr. Pope, Mr. Starkey, Mr. Nance, Mr. Marklew, and Mr. Wiggins voluntarily agreed to forfeit 219,702, 29,297, 29,297, 29,297 and 14,448 stock options, respectively, that were granted to them during 2023, equal to a grant date fair value of $358,652, $28,336, $28,336, $28,336 and $13,974, respectively, due to the limited availability of shares of Class A common stock available for issuance under the Company's charter.
9.)For the year ended December 31, 2024, due to insufficient available shares to issue under its current Equity Incentive Plan, the Company granted a cash long-term incentive award under its Equity Incentive Plan to members of senior management. Each award is for three years with one-third of the awards vesting each June 30 and is based on changes in the price of the Company’s common stock. Target awards under this grant were $400,000 for Mr. Strang, $200,000 for Mr. Wiggins and $150,000 for each of Mr. Nance, Mr. Marklew, and Mr. Holstebro.
10.)On January 4, 2024, Mr. Pope ceased serving as Chief Executive Officer and Chairman of the Board. Pursuant to his separation agreement, Mr. Pope received cash severance of $366,672. In addition, pursuant to his Management Agreement dated January 31, 2018, Mr. Pope agreed to provide consulting services to the Company for a period of 13 months following termination of his employment with the Company. During the year ended December 31, 2024, Mr. Pope was paid $250,000 pursuant to the terms of the Management Agreement.
11.)Mr. Starkey ceased being President of the Company on April 28, 2024. Pursuant to his separation agreement, Mr. Starkey received cash severance of $38,343 and reimbursement for unused holiday pay of $13,466. In addition, prior to Mr. Starkey's separation, Mr. Starkey received certain perquisites including car allowance of $5,891.
12.)The NEOs are eligible to participate in certain group life, health and disability insurance plans not disclosed in the Summary Compensation Table that are generally available to salaried employees and do not discriminate in scope, terms and operation.
13.)Mr. Marklew, as the former Chief Operating Officer of Sahara, was paid $13,837 as car allowance pursuant to the terms of his employment.
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