AGM 2020

Jul 15, 2020

And gentlemen, thank you for standing by, and welcome to Box Inc. Annual Meeting of Stockholders. I would now like to turn the call over to Erinn Levitt, Chairman and Chief Executive Officer. Sir, you may begin. Thank you. Good afternoon, ladies and gentlemen. I am Aaron Levitt, CEO and Chairman of Box, and it is a pleasure to welcome you to Box's 2020 Annual Meeting of Stockholders. As provided in the company's bylaws, I will act as chairperson of this meeting. I have asked David Lieb, our Chief Legal Officer to act as secretary of this meeting and record the minutes. We also have several members of our Board of Directors attending our meeting today as well as Chris Vico, our Inspector of Election and representatives from Ernst and Young LLP, our independent public accounting firm and Wilson Sonsini, Goodrich and Rossotti, our outside Corporate Counsel. I will now turn the meeting over to David Leib, who will conduct the formal portion of the meeting. Thanks, Aaron. The annual meeting is being held today for the following purposes to elect 3 Class III directors to serve until the 2023 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 and 3, to ratify the appointment of Ernst and Young as our independent registered public accounting firm for our fiscal year ending January 31, 2021. In order to ensure that the business of the meeting proceeds in an orderly fashion, we ask that you please observe the rules and procedures provided to you. The Annual Meeting is being held in accordance with the company's bylaws and Delaware law. During the meeting, we will address the matters described in the company's proxy statement dated May 28, 2020. After the voting, we will announce the preliminary results and then the meeting will be adjourned. During the meeting, questions should be restricted to the procedures for the meeting and the proposals under consideration. Questions may be submitted by typing a question into the Ask a Question field on your screen and then clicking Submit. I have proof by affidavit that the notice of Internet availability of materials was mailed on or about May 28, 2020 to all stockholders of record at the close of business on May 20, 2020, which was the record date for today's meeting. We have at this meeting a record of stockholders as of the record date. The affidavit, together with copies of the notice of Internet availability of proxy materials, the proxy statement and the proxy itself will be filed with the minutes of the meeting. We have appointed Chris Vico, representative of Broadridge Financial Solutions to act as Inspector of Elections for this annual meeting. The Inspector of Election has signed an oath of office, which will be filed with the minutes of the meeting. The Inspector of Election has advised me that we have present virtually or by proxy a sufficient number of shares to constitute a quorum. Therefore, the meeting is duly constituted and we may proceed with business. Let me briefly describe the voting procedures. Stockholders attending the meeting virtually may vote their shares in real time until the polls are closed. If you have already submitted a proxy to vote your shares, you do not need to vote online unless you want to change your vote. You are eligible to vote and have not submitted your proxy or if you want to change your vote, please follow the instructions provided online. It is now 1:33 p. M. On July 15, 2020, and the polls for each matter to be voted on at this meeting are open. The first item of business is the election of directors. As indicated in the company's proxy statement, Sue Barsamian, Karl Baff and Jack Lazar are nominated by the Board of Directors to serve as Class III Directors until the 2023 Annual Meeting of Stockholders. Each of these nominees is currently serving as a member of our Board of Directors. The Board of Directors recommends that stockholders vote in favor of these nominees and the proxy solicited by the company's Board of Directors will be voted in favor of these nominees. The second item of business is our say on pay vote, which is an approval on an advisory basis of the compensation of our named executive officers. The Board of Directors recommends that stockholders vote in favor of this proposal and proxies solicited by the company's Board will be voted in favor of the proposal. The last item of business is to ratify the appointment of Ernst and Young as the company's independent registered public accounting firm for our fiscal year ending January 31, 2021. The Board of Directors recommends that stockholders vote in favor of this proposal and the proxy solicited by the Board will be voted in favor of the proposal. Representatives from Ernst and Young are available at today's meeting to answer any appropriate questions you may have at this time. The polls for each matter to be voted on at this meeting will close shortly. If you are voting, you must submit your votes at this time in order for them to be counted by the Inspector of Election. The Inspector of Election will not accept ballots, proxies or votes or any changes or revocations submitted after the closing of the polls. It is now 1:36 p. M. And the polls for each matter to be voted on at this meeting are now closed. No additional ballots, proxies or votes and no changes or revocations will be accepted. At this time, I'd like to share with you a preliminary report on the voting results as provided to me by the Inspector of Election. Proposal 1, the election of directors. Subar Samian, Karl Bass and Jack Lazar received the greatest number of votes and each have been reelected to the Board. Proposal number 2, the advisory vote on the compensation of our named executive officers has been approved by our stockholders. Proposal number 3, the ratification of Ernst and Young as the company's independent auditor has been approved. These are the preliminary results of voting. The final counts may vary following final examination of the votes. The final results of voting will be set forth in the report of Inspector of Election and will be included in the minutes of the meeting. The final results will also be recorded in a Form 8 ks the company intends to file with the Securities and Exchange Commission. With that, I'll hand it back to Aaron. Great. Thanks, David. I want to thank all of you for attending today's meeting and for the interest you have shown in Box. We very much appreciate your attendance and always thank you for your support.