BOX INC
For the period ended Jun 27, 2025. Filed May 13, 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.
Jun 27, 2025 · Filed May 13, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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-2
BOX, INC.
(Name of Registrant as Specified In Its Charter)
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 |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 1:30 p.m. Pacific Time on Friday, June 27, 2025
| DATE AND TIME: | Friday, June 27, 2025 at 1:30 p.m. Pacific Time |
|---|---|
| PLACE: | Similar to previous years, the 2025 annual meeting of stockholders of Box, Inc. (“Box” or the “company”) (including any postponements, adjournments or continuations thereof, the “Annual Meeting”) will be a completely virtual meeting of stockholders. You can attend the Annual Meeting by visiting http://www.virtualshareholdermeeting.com/BOX2025 where you will be able to listen to the meeting live, submit questions and vote online. |
| ITEMS OF BUSINESS: | 1. To elect two Class II directors nominated in the accompanying proxy statement to serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. To approve, on an advisory basis, the compensation of our named executive officers; | |
| 3. To approve an amendment to our Amended and Restated 2015 Equity Incentive Plan to increase the number of shares reserved for issuance by 5,000,000 shares; | |
| 4. To approve an amendment to our Amended and Restated 2015 Employee Stock Purchase Plan to increase the number of shares reserved for issuance by 6,000,000 shares; | |
| 5. To approve an amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers to the fullest extent permitted by Delaware law; | |
| 6. To ratify the appointment by the Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2026; and | |
| 7. To consider such other business that may properly come before the Annual Meeting or any adjournments or postponements thereof. | |
| RECORD DATE: | Our Board of Directors has fixed the close of business on May 1, 2025 as the record date for the Annual Meeting. Only holders of record of the company’s shares of Class A common stock and Series A Convertible Preferred Stock at the close of business on May 1, 2025 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. |
| PROXY VOTING: | YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
On or about May 13, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and annual report. The Notice provides instructions on how to vote via the Internet and includes instructions on how to receive a paper copy of our proxy materials by mail. To view the accompanying proxy statement and our annual report please visit the following website: www.proxyvote.com. You will be asked to enter the sixteen-digit control number located on your Notice or proxy card. The materials can also be accessed without a control number at the following website: https://materials.proxyvote.com/10316T.
We appreciate your continued support of Box.
| May 13, 2025 Redwood City, California | By order of the Board of Directors, David Leeb Chief Legal Officer and Corporate Secretary |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 27, 2025
The Notice of Annual Meeting, Proxy Statement and Annual Report for the fiscal year ended January 31, 2025 are available free of charge in the “SEC Filings” subsection of the “Financial Information” section of Box’s Investor Relations website at https://www.boxinvestorrelations.com or athttps://materials.proxyvote.com/10316T.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.