Box stockholders approve 7.2M-share equity plan boost
Box, Inc. held its annual meeting of stockholders, where investors approved several key governance items.
Rhea-AI Filing Summary
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.
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8-K Event Classification
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.
Key Figures
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
Key Terms
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.
FAQ
What did Box (BOX) stockholders approve at the 2026 annual meeting?
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.
Were Box (BOX) directors re-elected at the 2026 annual stockholder meeting?
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.
Did Box (BOX) stockholders approve executive compensation on an advisory basis?
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.
Which auditing firm did Box (BOX) stockholders ratify for fiscal 2027?
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.
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