On June 28, 2022, Kimberly Hammonds, a member of the board of directors (the “Board”) of Box, Inc. (the “Company”), passed away. A copy of the Company’s press release announcing Ms. Hammonds’ passing is attached as Exhibit 99.1. The Company mourns the loss of Ms. Hammonds, an esteemed technology leader, visionary and friend.
2022 Annual Meeting and Proxy Statement
Withdrawal of Nominee for Election as Director. As a result of Ms. Hammonds’ passing, her name has been withdrawn from nomination for re-election to the Board at the Company’s annual meeting of stockholders to be held on July 14, 2022 (the “Annual Meeting”). Following Ms. Hammonds’ passing, the Board reduced the number of members of the Board by one, to eight directors, effective immediately; in addition, the Board has further reduced the number of members of the Board, to seven directors, effective immediately following the effectiveness of Peter Leav’s previously announced resignation following the Annual Meeting. At the Annual Meeting, the Board is nominating two Class II directors (rather than three Class II directors) for election to the Board. Other than Ms. Hammonds, the nominees named in the Company’s proxy statement dated May 27, 2022 (the “Proxy Statement”), Bethany Mayer and Dan Levin, will continue to stand for election at the Annual Meeting.
Voting Matters. If you have already submitted a proxy to vote your shares, either by returning a completed proxy card or voting instruction form or by Internet or telephone voting, you do not need to re-submit your proxy unless you wish to change your vote. Proxy votes already returned by stockholders will remain valid and will be voted at the Annual Meeting unless revoked, except that votes will not be cast for Ms. Hammonds. If you have not yet voted your shares, please do so as soon as possible. You may vote by following the instructions for voting as described in the Proxy Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d)
Exhibits.
