Box Inc. Proxy Statement Filed

Ticker: BXCAP · Form: DEF 14A · Filed: May 20, 2024 · CIK: 1372612

Box Inc DEF 14A Filing Summary
FieldDetail
CompanyBox Inc (BXCAP)
Form TypeDEF 14A
Filed DateMay 20, 2024
Risk Levellow
Pages16
Reading Time19 min
Key Dollar Amounts$0.0001, $20,000
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, annual-meeting, governance

Related Tickers: BOX

TL;DR

BOX proxy filed - vote on directors & auditors for July 2nd meeting.

AI Summary

Box Inc. filed its definitive proxy statement on May 20, 2024, for its annual meeting on July 2, 2024. The filing details executive compensation, board nominations, and other shareholder matters. Key proposals include the election of directors and the ratification of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending January 31, 2025.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on company leadership and financial oversight at the upcoming annual meeting.

Risk Assessment

Risk Level: low — This is a routine annual proxy filing with no immediate financial or operational risks indicated.

Key Players & Entities

  • BOX INC (company) — Registrant
  • July 2, 2024 (date) — Annual Meeting Date
  • May 20, 2024 (date) — Filing Date
  • PricewaterhouseCoopers LLP (company) — Independent Registered Public Accounting Firm
  • January 31, 2025 (date) — Fiscal Year End

FAQ

When is Box Inc.'s annual meeting of shareholders?

The annual meeting is scheduled for July 2, 2024.

What is the purpose of this DEF 14A filing?

This filing is a definitive proxy statement, providing information for shareholders to vote on matters at the annual meeting, including director elections and auditor ratification.

Who is proposed to be ratified as Box Inc.'s independent auditor?

PricewaterhouseCoopers LLP is proposed to be ratified as the independent registered public accounting firm.

What fiscal year does the proposed auditor ratification cover?

The ratification covers the fiscal year ending January 31, 2025.

On what date was this definitive proxy statement filed with the SEC?

The definitive proxy statement was filed on May 20, 2024.

Filing Stats: 4,766 words · 19 min read · ~16 pages · Grade level 13.1 · Accepted 2024-05-20 16:07:55

Key Financial Figures

  • $0.0001 — Convertible Preferred Stock, par value $0.0001 (the "Series A Preferred Stock"), at th
  • $20,000 — tation services for an aggregate fee of $20,000 plus reimbursement of expenses. We will

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 50 Compensation Discussion and Analysis 50 Our Company 50 Executive Summary 50 Processes and Procedures for Compensation Decisions 53 Peer Group Compensation Data 54 TABLE OF CONTENTS Page

Executive Compensation Program Elements

Executive Compensation Program Elements 55 Insider Trading Policy and Use of 10b5-1 Trading Plans 63 Accounting Considerations 63 Risk Considerations 63 Summary Compensation Table for Fiscal Year 2024 65 Grants of Plan-Based Awards in Fiscal Year 2024 66 Outstanding Equity Awards at 2024 Fiscal Year-End 67 Option Exercises and Stock Vested in Fiscal Year 2024 68 Pension Benefits and Nonqualified Deferred Compensation 68 Potential Payments upon Termination or Change in Control 68 CEO Pay Ratio 71 Pay-Versus-Performance 72 EQUITY COMPENSATION PLAN INFORMATION 75

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 76 RELATED PERSON TRANSACTIONS 79 Relationship with KKR 79 Other Transactions 79 Policies and Procedures for Related Party Transactions 79 OTHER MATTERS 80 Stockholders Sharing the Same Address 80 Stockholder List 80 Stockholder Proposals and Director Nominations for the 2025 Annual Meeting of Stockholders 80 Fiscal Year 2024 Annual Report and SEC Filings 81

Forward-Looking Statements

Forward-Looking Statements 81 APPENDIX A A-1 Box, Inc. Amended and Restated 2015 Equity Incentive Plan A-1 TABLE OF CONTENTS PROXY SUMMARY This section highlights information contained in other parts of this proxy statement. We encourage you to review the entire proxy statement for more detail on these items, as well as our annual report for the fiscal year ended January 31, 2024. MATTERS TO BE VOTED ON Proposal Number Description Board Recommendation 1 Election of Directors FOR ALL the Company's Nominees To elect three Class I directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified. 2 Advisory Vote on the Compensation of our Named Executive Officers FOR To approve, on an advisory basis, the compensation of our named executive officers. 3 Approval of the Box, Inc. Amended and Restated 2015 Equity Incentive Plan FOR To approve our Amended and Restated 2015 Equity Incentive Plan. 4 Ratification of Appointment of Independent Registered Public Accounting Firm FOR To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2025. 1 TABLE OF CONTENTS PROXY SUMMARY DIRECTORS AND DIRECTOR NOMINEES The following table provides summary information about each director nominee and our other directors as of May 15, 2024. Name Age Director Since Independent Class Current Term Expires AC CC NCGC OC Skills and Experience Director Nominees* Dana Evan 64 2011 Yes I 2024 Aaron Levie (CEO) 39 2005 No I 2024 Amit Walia 52 2022 Yes I 2024 Continuing Directors Dan Levin 60 2010 Yes II 2025 Bethany Mayer (Chair) 62 2020 Yes II 2025 Sue Barsamian 65 2018 Yes III 2026 Jack Lazar 58 2020 Yes III 2026 Steve Murphy 55 2024 Yes III 2026 Chair Executive Management and Leadership Member Technology/Enterprise IT * If re-elected, new term will expire in 2027 Ope

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