AGM 2018

Jun 20, 2018

Good afternoon. Welcome to the Box Inc. Annual Meeting of Stockholders. I would now like to turn the conference over to Aaron Levie. Please go ahead. Good afternoon, ladies and gentlemen. I'm Aaron Levie, Chairman and Chief Executive Officer of Box. And it is my pleasure to welcome you to Box's 2018 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 General Counsel 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 Viejo, our Inspector of Election and representatives from Ernst and Young LLP, our independent public accounting firm and Wilson Sonsini, Goodrich and Rossotti, P. C, our outside Corporate Counsel. I will now turn the meeting over to David Lieb, who will conduct the formal portion of the meeting. Thanks, Aaron. The annual meeting is being held for the following purposes. 1, to elect 3 Class 1 directors to serve until the 2021 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 LLP as independent registered public accounting firm for our fiscal year ending January 31, 2019. 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, 2018. 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, 2018 to all stockholders of record at the close of business on April 27, 2018, which was a record date for the meeting. We have at this meeting a record of stockholders as of that date. That affidavit, together with the copies of the notice of Internet availability, approximate materials, the proxy statement and the proxy will be filed with the minutes of the meeting. We have appointed Chris Vico, a representative of Broadridge Financial Solutions to act as Inspector of Election for this 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 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. We will vote by proxy and by online ballot. Stockholders attending the meeting virtually may vote their shares in real time until polls are closed. If you have not already or if you've 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 your proxy or if you want to change your vote, please follow the instructions provided online. It is now 133 on June 20, 2018 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, Dana Evan, Steve Krause and Aaron Levie are nominated by the Board of Directors to serve as Class 1 Directors until the 2021 Annual Meeting of Stockholders. Each of these nominees is currently serving as a member of our Board of Directors. Our Board 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 stay 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 the proceeds solicited by the company's Board will be voted in favor of the proposal. And 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 on January 31, 2019. Our 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 at today's meeting to answer any questions you may have at this time. It is now 1:34, and the polls for each matter to be voted on at this meeting will close in 1 minute. 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 revocations submitted after the closing of the polls. I see that it's now 135, 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. Dana Evan, Steve Krause and Aaron Levy received the greatest number of votes and have been reelected to the Board. Proposal 2, the advisory vote on the compensation of our named executive officers has been approved by our stockholders. Proposal 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 count may vary following final examination of the proxies and ballots. The final results of voting, including any ballots and proxies recorded during the 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 back to Aaron. 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 as always thank you for your support. The meeting has concluded. Thank you for attending today's presentation.