[8-K] BOX, INC. Reports Material Event

Rhea-AI Filing Summary

Box, Inc. (NYSE: BOX) filed an 8-K to report the results of its 2025 Annual Meeting held on 27 June 2025. Shareholders approved several governance and compensation proposals that collectively expand the company’s equity authorization and update its charter.

• Equity Incentive Plan: The Amended & Restated 2015 Equity Incentive Plan was expanded by 5 million Class A shares (Proposal 3). The measure passed with 75.5 million votes FOR versus 52.5 million AGAINST, reflecting a comparatively narrow 59.0 % approval among votes cast (excluding abstentions and broker non-votes).
• Employee Stock Purchase Plan: The ESPP share pool was increased by 6 million shares (Proposal 4). This proposal passed more comfortably, receiving 124.0 million FOR and 4.1 million AGAINST votes (93.2 % support).
• Officer Exculpation Amendment: Shareholders approved an amendment to the Certificate of Incorporation to extend Delaware-enabled officer liability protections (Proposal 5) with 111.4 million FOR and 16.7 million AGAINST votes. The filing became effective upon submission to the Delaware Secretary of State on 27 June 2025.
• Director Elections: Incumbent Class II directors Dan Levin and Bethany Mayer were re-elected; Mayer received notably higher support (90 % FOR) than Levin (67 % FOR).
• Say-on-Pay: Executive compensation received 95.5 % shareholder approval (125.1 million FOR).
• Auditor Ratification: Ernst & Young LLP was reappointed with 130.9 million FOR (96.9 % support).
• Quorum: 83.75 % of eligible voting power was represented (136.8 million votes).

The additional 11 million shares authorized for equity compensation represent potential dilution of approximately 7.9 % of the company’s 139.4 million basic shares outstanding at 31 January 2025, assuming full issuance. Governance-wise, the officer exculpation amendment aligns Box’s charter with recent changes to Delaware law but may weaken future shareholder recourse. All other items were routine.

Positive

• ESPP expansion passed with 93 % shareholder support, indicating strong backing for broad-based employee ownership.
• High quorum of 83.75 % reflects engaged shareholder base and voting process integrity.

Negative

• 11 million newly authorised shares (~8 % potential dilution) may pressure future per-share metrics.
• Officer exculpation amendment weakens shareholder litigation leverage against management for duty-of-care breaches.
• Narrow 59 % approval for the equity incentive plan signals investor unease about compensation structure and dilution.

Insights

Corporate Governance Analyst

TL;DR: Governance items passed; charter now shields officers; 11 m new comp shares add potential dilution.

Shareholders endorsed all management proposals, yet voting spreads reveal mixed sentiment. The equity plan expansion scraped by with only 59 % approval, signalling some investor concern about dilution and pay structure. In contrast, the ESPP garnered 93 % support, suggesting retail-friendly optics. The officer exculpation amendment passed with two-thirds support, broadly in line with peer precedents following Delaware’s Section 102(b)(7) revision, but it does reduce accountability for fiduciary breaches of duty of care. Director Dan Levin’s comparatively low 67 % FOR vote may indicate governance pressure. Overall impact is modest but warrants monitoring of future share-based compensation burn rate.

Equity Analyst

TL;DR: Added share pool equals ~8 % dilution; no direct financial impact near-term.

The authorisation of 11 million additional shares—5 m for the EIP and 6 m for the ESPP—equates to roughly 7.9 % of Box’s basic share count. While issuance will be staggered, this creates overhang that could temper EPS growth if repurchases do not offset share issuance. Management’s ability to secure approval despite a tight vote on the EIP suggests continued reliance on equity for talent retention, a common practice among SaaS peers. No cash outlay or revenue effect is involved, so immediate valuation impact is limited; however, investors should track dilution velocity (Box’s three-year average share creep is ~2 % annually).

BOX INC false 0001372612 --01-31 0001372612 2025-06-27 2025-06-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 27, 2025

Box, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		001-36805		20-2714444
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

900 Jefferson Ave.

Redwood City, California 94063

(Address of Principal Executive Offices, including zip code)

(877) 729-4269

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value of $0.0001 per share		BOX		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Amended and Restated 2015 Equity Incentive Plan and Amended and Restated 2015 Employee Stock Purchase Plan

On June 27, 2025, Box, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved (i) an amendment to the Company’s Amended and Restated 2015 Equity Incentive Plan (the “2015 Plan”) to increase the number of shares of Class A common stock of the Company reserved for issuance under the 2015 Plan by 5,000,000 shares (as amended, the “Amended 2015 Plan”), and (ii) an amendment to the Company’s Amended and Restated 2015 Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares of Class A common stock of the Company reserved for issuance under the ESPP by 6,000,000 shares (as amended, the “Amended ESPP”).

The material terms of the Amended 2015 Plan and the Amended ESPP are set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 13, 2025 (the “Proxy Statement”).

The descriptions of the Amended 2015 Plan and the Amended ESPP are qualified in their entirety by reference to the full texts of the Amended 2015 Plan and the Amended ESPP, which are filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K.

Item 5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to limit the liability of certain officers to the fullest extent permitted under Delaware law. This amendment reflects updated Delaware law provisions permitting officer exculpation.

As a result, the Company filed the Charter Amendment with the Delaware Secretary of State on June 27, 2025, which became effective upon filing.

The material terms of the Charter Amendment are described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on May 13, 2025. A copy of the Charter Amendment is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Each stockholder of record as of May 1, 2025, the record date for the Annual Meeting (the “Record Date”), was entitled to one vote per share of Class A common stock and one vote per each share of Class A common stock underlying a share of Series A Convertible Preferred Stock on an “as converted” basis. The Class A common stock and Series A Convertible Preferred Stock voted together as a single class.

Present at the Annual Meeting virtually or by proxy were holders of shares of Class A common stock and Series A Convertible Preferred Stock representing an aggregate of 136,834,791 votes, or 83.75% of the voting power of all issued and outstanding shares entitled to vote at the Annual Meeting as of the Record Date, constituting a quorum. Summarized below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting:

Proposal 1 – Election of Directors. The Company’s stockholders voted to elect two Class II directors to serve until the Company’s 2028 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal, with voting results as follows:

Nominee		For		Against		Abstained		Broker Non-Votes
Dan Levin		90,056,885		37,968,998		1,687,683		7,121,225
Bethany Mayer		119,195,915		8,909,510		1,608,141		7,121,225

Proposal 2 – Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers. The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement, with voting results as follows:

For		Against		Abstained		Broker Non-Votes
125,130,955		2,935,105		1,647,506		7,121,225

Proposal 3 – Approval of Amendment to Amended and Restated 2015 Equity Incentive Plan. The Company’s stockholders voted to approve the Company’s Amended 2015 Plan, with voting results as follows:

For		Against		Abstained		Broker Non-Votes
75,524,258		52,471,862		1,717,446		7,121,225

Proposal 4 – Approval of Amendment to Amended and Restated 2015 Employee Stock Purchase Plan. The Company’s stockholders voted to approve the Company’s Amended ESPP, with voting results as follows:

For		Against		Abstained		Broker Non-Votes
124,017,849		4,086,881		1,608,836		7,121,225

Proposal 5 – Approval of Amendment to Amended and Restated Certificate of Incorporation. The Company’s stockholders voted to approve the Charter Amendment, with voting results as follows:

For		Against		Abstained		Broker Non-Votes
111,408,335		16,689,949		1,615,282		7,121,225

Proposal 6 – Ratification of the Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 31, 2026, with voting results as follows:

For		Against		Abstained		Broker Non-Votes
130,950,209		4,271,530		1,613,052		—

Item 9.01 Financial Statements and Exhibits.

Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Box, Inc., effective June 27, 2025.
10.1		Box, Inc. Amended and Restated 2015 Equity Incentive Plan, effective June 27, 2025.
10.2		Box, Inc. Amended and Restated 2015 Employee Stock Purchase Plan, effective June 27, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 3, 2025				BOX, INC.
				By:		/s/ David Leeb
						David Leeb Chief Legal Officer and Corporate Secretary

FAQ

How many new shares did Box (BOX) add to its 2015 Equity Incentive Plan?

Box shareholders approved an increase of 5 million Class A shares to the 2015 Equity Incentive Plan.

What is the total potential dilution from the newly approved equity plans?

Combined, the EIP and ESPP add 11 million shares, roughly 7.9 % of basic shares outstanding as of 31 January 2025.

Did shareholders approve the officer exculpation charter amendment at Box?

Yes. Proposal 5 passed with 111.4 million FOR and 16.7 million AGAINST votes, aligning the charter with updated Delaware law.

Which directors were re-elected at Box’s 2025 Annual Meeting?

Incumbent Class II directors Dan Levin and Bethany Mayer were re-elected to terms expiring in 2028.

Was executive compensation supported by shareholders?

Yes. The advisory say-on-pay resolution received 125.1 million FOR votes, representing 95.5 % support.

Who will audit Box for fiscal 2026?

Shareholders ratified Ernst & Young LLP as Box’s independent registered public accounting firm.