Box, Inc. (BOX)
NYSE: BOX · Real-Time Price · USD
25.01
+0.81 (3.35%)
May 1, 2026, 4:00 PM EDT - Market closed
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AGM 2025

Jun 27, 2025

Bethany Mayer
Chair of the Board of Directors, Box

Good afternoon. I am Bethany Mayer, the Chair of the Board of Directors of Box. It is my pleasure to welcome you to Box's 2025 annual meeting of stockholders. We are holding today's meeting as a live virtual webcast. Pursuant to the company's bylaws, I will act as Chair of this meeting. The time is now 1:32 P.M. Pacific Time on June 27th, 2025, and I hereby call this meeting to order and declare the polls for all matters to be voted on at this meeting officially open. I have asked David Leeb, our Chief Legal Officer, to act as Secretary of this meeting and record the minutes.

We also have members of our Board of Directors and Executive Team attending our meeting today, along with [Chris Vico], our Inspector of Election representing Broadridge Financial Solutions, as well as representatives from Ernst & Young LLP, our independent public accounting firm, and Wilson Sonsini, our outside corporate counsel. I will now turn the meeting over to David, who will conduct the rest of the formal portion of the meeting.

David Leeb
Chief Legal Officer, Box

Thank you, Bethany. 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 for the meeting, which may be accessed on the virtual meeting console. We do not expect any technical difficulties today. However, in the event we lose our webcast connection or otherwise experience difficulties, please allow for some time for these to be resolved. Our operator may also provide updates through the phone bridge.

This annual meeting is being held for the following purposes: to elect two Class II Directors to serve until the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified, to approve on an advisory basis the compensation of our named Executive Officers, to approve an amendment to our Amended and Restated 2015 Equity Incentive Plan, to approve an amendment to our Amended and Restated 2015 Employee Stock Purchase Plan, to approve an amendment to our Amended and Restated Certificate of Incorporation, and to ratify the appointment of Ernst & Young as our independent registered public accounting firm for our fiscal year ending January 31st, 2026. This 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 13th, 2025.

Questions should be restricted to the procedures for the meeting and the proposals under consideration, as stated in our proxy statement and rules of conduct. Questions may be submitted by typing the question into the Ask a Question field on your screen and then clicking Submit. I have by proof, by affidavit, that the notice of internet availability of the proxy materials was mailed on or about May 13th, 2025, to all stockholders of record at the close of business on May 1st, 2025. The affidavit, together with copies of the notice of internet availability of proxy materials, the proxy statement, and the proxy card, 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 meeting.

The Inspector of Election has signed a note of office, which will be filed with the minutes of the meeting. [Ms. Vico] has advised me that we have present, virtually or by proxy, a majority of the voting power of all issued and outstanding shares of our voting stock 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 again 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 on the virtual meeting site.

Our Board of Directors recommends that stockholders vote in favor of each of the nominees for Director and for each of the proposals at this year's Annual Meeting. The proxy solicited by the company's Board of Directors will be voted in favor of each nominee and proposal. First item of business is the election of Directors. Dan Levin and Bethany Mayer are nominated by our Board of Directors to serve as Class II Directors until the 2028 Annual Meeting. Both nominees currently serve on our Board of Directors. 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 third item of business is to approve an amendment to our Amended and Restated 2015 Equity Incentive Plan to increase the number of shares reserved for issuance by 5 million shares.

The fourth item of business is to approve an amendment to our Amended and Restated 2015 Employee Stock Purchase Plan to increase the number of shares reserved for issuance by 6 million shares. The fifth item of business is to approve an amendment to our Amended and Restated Certificate of Incorporation to reflect updated Delaware law provisions permitting officer exculpation. The last item of business is to ratify the appointment of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending January 31, 2026. Representatives from Ernst & Young are available at today's meeting to answer any appropriate questions that you may have. I'll now pause for a moment to review any questions that relate to the business of the meeting. There are no questions submitted. The polls for each matter to be voted on at this meeting will close shortly.

If you're voting today, you must submit your votes at this time in order for them to be encountered 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. The polls are now closed as of 1:38 P.M. Pacific Time. 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. Proposal number one, the company's Class II Director nominees, Dan Levin and Bethany Mayer, each received a majority of the votes cast and have both been reelected. In addition, each of the other proposals, two, three, four, five, and six have been approved by our stockholders. These are the preliminary results of voting.

The final count may vary following the final examination of the votes. The final results of voting 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-K that the company will be filing with the Securities and Exchange Commission. With that, I'll turn it back to Bethany.

Bethany Mayer
Chair of the Board of Directors, Box

I'd like to thank 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. I declare that the 2025 annual meeting of stockholders is hereby adjourned.

Operator

The meeting has now concluded. Thank you for joining. You may now disconnect.

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