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$BOX·8-K

BOX INC · Jul 1, 4:05 PM ET

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BOX INC 8-K

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Box Inc. Annual Meeting — Directors Re‑elected; Equity Plan Increased

What Happened
Box, Inc. filed an 8-K reporting the results of its June 25, 2026 annual meeting of stockholders. Stockholders re‑elected three Class III directors (Sue Barsamian, Jack Lazar and Steve Murphy) to terms through the 2029 annual meeting, approved an amendment to the Amended and Restated 2015 Equity Incentive Plan to add 7,200,000 shares, ratified Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending January 31, 2027, and approved the advisory say‑on‑pay vote. The Amended 2015 Plan is effective June 25, 2026 and is filed as Exhibit 10.1 to the 8‑K.

Key Details

  • Record date: May 1, 2026; quorum present with 130,866,316 votes represented (83.30% of voting power).
  • Directors (Class III) elected (votes: For / Against / Abstain / Broker non‑votes):
    • Sue Barsamian: 81,577,727 / 40,434,489 / 687,877 / 8,166,223
    • Jack Lazar: 84,790,100 / 37,222,421 / 687,572 / 8,166,223
    • Steve Murphy: 85,772,652 / 36,239,683 / 687,758 / 8,166,223
  • Advisory approval of named executive officer compensation: For 120,667,114 / Against 1,327,830 / Abstain 705,149 / Broker non‑votes 8,166,223.
  • Approval of Amended 2015 Equity Incentive Plan (adds 7,200,000 shares): For 75,004,119 / Against 46,994,892 / Abstain 701,082 / Broker non‑votes 8,166,223.
  • Ratification of auditor (Ernst & Young LLP): For 125,758,742 / Against 4,420,159 / Abstain 687,415.

Why It Matters

  • Governance: Re‑election of the three directors maintains board continuity through 2029.
  • Compensation & oversight: Strong say‑on‑pay support and auditor ratification indicate shareholder backing for executive pay practices and continuity in financial oversight.
  • Potential dilution: The equity plan amendment increases the pool by 7.2 million Class A shares available for grants; if those shares are issued, it could dilute existing shareholders.
  • Documentation: The full terms of the Amended 2015 Plan are filed as Exhibit 10.1; investors can review that text for details on award types, vesting and potential dilution mechanics.

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