AGM 2019

Jun 19, 2019

Good afternoon, and welcome to the 2019 Annual Meeting of Stockholders of Box Incorporated. I would now like to turn the conference over to Mr. Aaron Levi. Please go ahead, sir. Good afternoon, ladies and gentlemen. I am Aaron Levi, Chairman and Chief Executive Officer of Box. It is a pleasure to welcome you to Box's 2019 Annual Meeting of Stockholders. As provided in the company's bylaws, I will act as chairperson of this meeting. I've asked David Lee, our General Counsel to act as secretary of this meeting and record the minutes. We also have several 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 Rosati, P. C, our outside Corporate Counsel. I will now turn the meeting over to David Lieb, who will conduct the formal portion of this meeting. Thanks, Aaron. The annual meeting is being held for the following purposes. 1, to elect 3 Class II directors to serve until the 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified. 2, to improve on an advisory basis the compensation of our named executive officers and 3, to ratify the appointment of Ernst and Young LLP as our independent public accounting firm for our fiscal year ending January 31, 2020. 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 8, 2019. 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. I have proof by affidavit that notice of Internet availability of the proxy materials was mailed on or about May 8, 2019 to all stockholders of record at the close of business on April 26, 2019, the record date for this meeting. We have at this meeting a record of stockholders as of that date. The affidavit together with copies of the notice of Internet availability of proxy materials, the proxy statement and the proxy will be filed with the minutes of the meeting. We have appointed Chris Biko, a representative of Broadridge Financial Solutions to act as Inspector of Election for the annual meeting. The Inspector of Election has signed an oath of office, which will be filed with the minutes of this meeting. The Inspector of Election has advised 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 first briefly describe the voting procedures. We will vote by proxy and by online ballot. 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 submit an online ballot unless you want to change your vote. If you are eligible to vote and have not submitted a proxy or if you want to change your vote, please follow the instructions now that are provided online. It is 1:33 p. M. On June 19, 2019, and the polls for each matter to be voted on at this meeting are now open. The first item of business is the election of directors. As indicated in the company's proxy statement, Kim Hammonds, Dan Levin and Josh Stein are nominated by the Board of Directors to serve as Class 2 Directors until the 2022 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 holders vote in favor of this proposal and the proxy solicited by the company's Board of Directors will be voted in favor of this proposal. The last item of business is to ratify the appointment of Ernst and Young LLP as the company's independent registered public accounting firm for our fiscal year ending January 31, 2020. 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 it. Representatives from Ernst and Young are available on today's meeting to answer any appropriate questions you may have at this time. It is now 135 on June 19, 2019, and the polls for each matter to be voted on at this meeting will close shortly. If you are voting today, 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 revocation submitted after the closing of polls. It is now 1:35 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 number 1, the election of directors. Kim Hammonds, Dan Levin and Josh Stein received the greatest number of votes and have been reelected as directors. Proposal number 2, the advisory vote of the compensation of our named executive officers has been approved by our stockholders. Proposal number 3, the ratification of Ernst and Young LLP as the company's independent auditor has been approved. These are the preliminary results of voting. The final count may vary following a final examination of the proxies and ballots. The final results of voting, including any ballots and proxies recorded during this meeting, will be set forth in the report of the Inspector of Election and will be included in the minutes of the meeting. The final results will also be reported in a Form 8 ks the company intends to file with the Securities and Exchange Commission. With that, I'll turn it over to Aaron. I want to thank all of you for attending today's meeting and for the interest you've shown in Box. We very much appreciate your attendance and as always thank you for your support.