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Boxlight Corp

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

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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

302025 PROXY STATEMENT

302025 PROXY STATEMENT

**Jens Holstebro.**The Company entered into an employment agreement with Mr. Holstebro, effective as of March 1, 2024, pursuant to which Mr. Holstebro serves as Executive Vice President and General Manager of Boxlight’s United States operations with general management responsibility for the day-to-day operating performance of Boxlight’s United States profit centers, including, without limitation, (i) the Company, (ii) Boxlight Inc., (iii) EOSEDU, LLC, and (iv) FrontRow Calypso LLC. Mr. Holstebro was formerly the Chief Executive Officer of FrontRow Calypso LLC. Under the two-year term of his employment agreement, Mr. Holstebro is entitled to receive a base salary of $305,000 and is entitled to a target annual performance bonus of $125,000, with a maximum annual bonus of up to $250,000, conditioned upon the Company and its United States based subsidiaries achieving certain reasonable performance targets to be established by the Board and/or the CEO. Although Mr. Holstebro’s employment is “at will” entitling the Company to terminate the agreement at any time, if such termination is for any reason, other than “cause” (as defined in the employment agreement), the Company will pay to the employee, within thirty (30) days of such termination, or in the event of his subsequent death, his estate, an amount equal to 12 months of his base salary as a severance payment. In addition, the employee shall not, after the date of termination, be entitled to receive any further benefits, if any, under any employer plans except for COBRA coverage. In the event of termination of the employment without cause, Mr. Holstebro shall also be entitled to receive any accrued bonus previously granted but not yet paid as of the date of such termination. All unvested stock options shall automatically terminate and expire as of the termination and all vested stock options that have not been exercised by the employee within 90 days after such termination shall expire at the end of the 90th day following such termination.

Shaun Marklew. Mr. Marklew, originally Chief Operating Officer of Sahara, is compensated pursuant to the terms of his employment agreement with Sahara. Under his employment agreement, dated January 1, 2019, as amended by a deed of variation, dated September 24, 2020. Mr. Marklew receives annual compensation of £175,000, a quarterly bonus of £25,000 if he meets certain revenue and gross profit targets, as such targets may be set by the Company’s board of directors or compensation committee, with a maximum annual bonus of up to £120,000. Mr. Marklew is entitled to 27 days of vacation, a yearly car allowance of £9,600, and is required to provide the six months’ advance notice prior to resignation.

Michael Pope. On January 17, 2024, Michael Pope and Boxlight Corporation (the “Company”), executed an Agreement and Release of Claims (“Release”) pursuant to the terms of Mr. Pope's offer letter dated as of January 26, 2022. In connection with the end of his employment, Mr. Pope received cash severance of $366,672. The terms of the Release were not materially different from the terms included in the original offer letter.

Mark Starkey. On January 30, 2024, Mr. Starkey and Sahara Presentation Systems Ltd, a subsidiary of the Company (“Sahara”) entered into a settlement agreement (the “Settlement Agreement”), pursuant to which Mr. Starkey’s employment with Sahara terminated on April 29, 2024, following a period of “garden leave” customary under English law, during which Mr. Starkey did not actively perform services for Sahara and the Company. In addition, according to the Settlement Agreement, Sahara agreed to pay Mr. Starkey 1) £55,725 salary in lieu of the three remaining months of his six months notice period that will not have elapsed as at the date of the Settlement Agreement, 2) £30,000 as compensation for termination of employment, and 3) a contribution, not exceeding £750 plus VAT, towards his reasonable legal expenses incurred exclusively in connection with the termination of his employment. The Settlement Agreement contains other customary terms and conditions, including confidentiality, and other covenants and a waiver and release.

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