Box stockholders approve 7.2M-share equity plan boost

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What did Box (BOX) stockholders approve at the 2026 annual meeting?

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

Were Box (BOX) directors re-elected at the 2026 annual stockholder meeting?

Did Box (BOX) stockholders approve executive compensation on an advisory basis?

Which auditing firm did Box (BOX) stockholders ratify for fiscal 2027?

What was the shareholder turnout for Box (BOX) at the 2026 annual meeting?

Agreements & Contracts

Box, Inc. held its annual meeting of stockholders, where investors approved several key governance items.

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8-K

Box, Inc. held its annual meeting of stockholders, where investors approved several key governance items. Stockholders amended the Amended and Restated 2015 Equity Incentive Plan to increase the Class A common stock reserved for issuance by 7,200,000 shares, expanding the pool available for equity awards to employees and directors.

They also approved, on an advisory basis, the compensation of the company’s named executive officers and re-elected three Class III directors to serve until the 2029 annual meeting. Stockholders further ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027.

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Equity plan increase: 7,200,000 shares Votes represented: 130,866,316 votes Voting power represented: 83.30% +3 more

6 metrics

Equity plan increase 7,200,000 shares Additional Class A shares reserved under Amended 2015 Equity Incentive Plan

Votes represented 130,866,316 votes Votes present, representing 83.30% of voting power at annual meeting

Voting power represented 83.30% Voting power of issued and outstanding shares at annual meeting

Say-on-pay support 120,667,114 for vs 1,327,830 against Advisory approval of named executive officer compensation

Equity plan vote 75,004,119 for vs 46,994,892 against Approval of Amended 2015 Equity Incentive Plan

Auditor ratification vote 125,758,742 for vs 4,420,159 against Ratification of Ernst & Young LLP for FY ending Jan 31, 2027

Amended and Restated 2015 Equity Incentive Plan, advisory basis, broker non-votes, independent registered public accounting firm, +1 more

5 terms

Amended and Restated 2015 Equity Incentive Plan financial

"approved an amendment to the Company’s Amended and Restated 2015 Equity Incentive Plan"

advisory basis financial

"Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers"

broker non-votes financial

"Abstained | | Broker Non-Votes 120,667,114 | | 1,327,830 | | 705,149 | | 8,166,223"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

quorum financial

"representing an aggregate of 130,866,316 votes, or 83.30% ... constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

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Box stockholders approved all major proposals, including director elections, executive compensation on an advisory basis, an increase of 7,200,000 shares under the 2015 Equity Incentive Plan, and ratification of Ernst & Young LLP as independent auditor for the fiscal year ending January 31, 2027.

Box stockholders approved an amendment to increase the Class A common stock reserved under the 2015 Equity Incentive Plan by 7,200,000 shares. This enlarged pool supports future equity awards to employees, officers, directors and other eligible participants under the Amended 2015 Plan.

Yes. Stockholders re-elected Class III directors Sue Barsamian, Jack Lazar and Steve Murphy to serve until the 2029 annual meeting. Each director received tens of millions of votes in favor, with additional votes cast against, abstentions, and broker non-votes reported in the results.

Yes. Stockholders approved, on an advisory basis, the compensation of Box’s named executive officers. The vote totals were 120,667,114 shares for, 1,327,830 shares against, and 705,149 abstentions, with 8,166,223 broker non-votes recorded in the advisory say-on-pay proposal.

Stockholders ratified Ernst & Young LLP as Box’s independent registered public accounting firm for the fiscal year ending January 31, 2027. The ratification received 125,758,742 votes for, 4,420,159 votes against, and 687,415 abstentions, with no broker non-votes reported on this proposal.

Holders representing 130,866,316 votes were present virtually or by proxy, equal to 83.30% of the voting power of all issued and outstanding shares entitled to vote as of the May 1, 2026 record date. This level of participation constituted a quorum for conducting business.

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Accepted by SEC EDGAR 07/01/2026 - 04:05 PM EDT

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 25, 2026

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

On June 25, 2026, Box, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved 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 7,200,000 shares (as amended, the “Amended 2015 Plan”). The material terms of the Amended 2015 Plan are set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 13, 2026 (the “Proxy Statement”).

The description of the Amended 2015 Plan is qualified in its entirety by reference to the full text of the Amended 2015 Plan which is filed as Exhibit 10.1 to this Form 8-K.

Item 5.07

Submission of Matters to a Vote of Security Holders.

Each stockholder of record as of May 1, 2026, 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 130,866,316 votes, or 83.30% 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 three Class III directors to serve until the Company’s 2029 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
Sue Barsamian		81,577,727		40,434,489		687,877		8,166,223
Jack Lazar		84,790,100		37,222,421		687,572		8,166,223
Steve Murphy		85,772,652		36,239,683		687,758		8,166,223

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
120,667,114	1,327,830	705,149	8,166,223

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
75,004,119	46,994,892	701,082	8,166,223

Proposal 4 – 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, 2027, with voting results as follows:


For	Against	Abstained	Broker Non-Votes
125,758,742	4,420,159	687,415	—

Item 9.01

Financial Statements and Exhibits.

Exhibits


Exhibit No.		Description

10.1		Box, Inc. Amended and Restated 2015 Equity Incentive Plan, effective June 25, 2026.

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.

Source: View Original Filing on SEC EDGAR

4 documents

Dated: July 1, 2026

/s/ David Leeb

David Leeb

Chief Legal Officer and Corporate Secretary

EX-10.1 EX-10.1 82.1 KB