UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 9, 2021
Box, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36805 | 20-2714444 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
900 Jefferson Ave.
Redwood City, California 94063
(Address of principal executive offices, including zip code)
(877) 729-4269
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class A Common Stock, $0.0001 par value per share | BOX | New York Stock Exchange, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ☐ | Emerging growth company |
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
At the annual meeting of stockholders (the “Annual Meeting”) of Box, Inc. (the “Company”), the stockholders of the Company voted on the following proposals, each of which is more fully described in the Company’s definitive proxy statement on Schedule 14A filed on July 19, 2021:
| 1. | To elect three Class I directors to serve until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | To approve an amendment to the Company’s 2015 Employee Stock Purchase Plan; |
| 3. | To approve, on an advisory basis, the compensation of the Company’s named executive officers; |
| 4. | To approve an amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Charter”) to eliminate the supermajority stockholder vote requirement to amend certain provisions of the Charter; and |
| 5. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 31, 2022. |
Set forth below are the preliminary voting results as provided by First Coast Results, Inc., the independent inspector of election for the Annual Meeting (the “Inspector of Election”). The results are subject to change based on certification of the final voting results by the Inspector of Election. The Company will file an amendment to this Current Report on Form 8-K to disclose the final voting results after the Company receives a certified report from the Inspector of Election.
The Class A common stock and Series A Convertible Preferred Stock vote together as a single class unless otherwise provided. Each stockholder of record is entitled to one vote per share of Class A common stock and one vote per each share of Class A common stock underlying a share of Series A Convertible Preferred Stock on an “as converted” basis. On July 12, 2021, the record date for the Annual Meeting (the “Record Date”), there were 173,344,280 votes underlying the issued and outstanding shares of Class A common stock and Series A Convertible Preferred Stock. Present at the Annual Meeting in person or by proxy were holders of shares of Class A common stock and Series A Convertible Preferred Stock representing an aggregate of 139,718,682 votes, or 80.60% of the voting power underlying the issued and outstanding shares entitled to vote at the Annual Meeting as of the Record Date, constituting a quorum.
1. Election of Directors
| Company Nominees | For | Withheld | ||
| Dana Evan | 57,191,511 | 42,871,279 | ||
| Peter Leav | 97,836,600 | 6,516,122 | ||
| Aaron Levie | 103,095,313 | 1,257,409 |
| Starboard Value LP Nominees | For | Withheld | ||
| Deborah S. Conrad | 25,015,534 | 5,681,409 | ||
| Peter A. Feld | 34,578,952 | 407,923 | ||
| Xavier A. Williams | 25,023,101 | 5,673,842 |
Based on the preliminary voting results and subject to the qualifications set forth above, the stockholders voted to re-elect each of the Company’s director nominees as a Class I director to serve until the Company’s 2024 annual meeting of stockholders and until their successors are duly elected and qualified.
2. Approval of Amendment to 2015 Employee Stock Purchase Plan
| For | Against | Abstain | ||
| 128,446,927 | 5,792,448 | 810,289 |
Based on the preliminary voting results and subject to the qualifications set forth above, the stockholders voted to approve the amendment to the Company’s 2015 Employee Stock Purchase Plan.
3. Advisory Vote on Compensation of Named Executive Officers
| For | Against | Abstain | ||
| 100,750,575 | 33,469,822 | 829,268 |
Based on the preliminary voting results and subject to the qualifications set forth above, the stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers.
4. Approval of Amendment to the Charter
| For | Against | Abstain | ||
| 132,886,681 | 1,506,319 | 656,664 |
Based on the preliminary voting results and subject to the qualifications set forth above, the stockholders voted to approve the amendment to the Charter to eliminate the supermajority stockholder vote requirement to amend certain provisions of the Charter.
5. Ratification of Appointment of Independent Registered Public Accounting Firm
| For | Against | Abstain | ||
| 138,173,152 | 817,359 | 728,171 |
Based on the preliminary voting results and subject to the qualifications set forth above, the stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 31, 2022.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BOX, INC. | ||||||
| Date: September 10, 2021 | ||||||
| By: | /s/ David Leeb | |||||
David Leeb Chief Legal Officer and Corporate Secretary | ||||||