BOXL shareholders ratify auditors, approve exec pay, expand authorized shares

Rhea-AI Filing Summary

Boxlight Corporation held its 2025 annual meeting on August 8, 2025 where shareholders representing 1,626,775 votes 61.38% of the 2,649,936 eligible votes) were present in person or by proxy. Shareholders elected all four director nominees, though several nominees received substantial withheld votes and there were 723,699 broker non-votes. The meeting also ratified FORVIS MAZARS, LLP as the independent auditor for the fiscal year ending December 31, 2025, approved the advisory executive compensation vote, and approved an amendment increasing authorized Class A shares from 3,750,000 to 25,000,000, expanding the company’s capacity to issue additional shares.

Positive

• All four director nominees were elected, ensuring continuity of board leadership.
• FORVIS MAZARS, LLP was ratified as the company’s independent registered public accounting firm for fiscal 2025.
• Advisory approval of executive compensation was received, indicating majority support for pay practices.

Negative

• Authorized Class A shares increased from 3,750,000 to 25,000,000, materially expanding the potential for future share issuance and dilution.
• 723,699 broker non-votes were recorded, representing a large portion of outstanding votes not cast on several matters.
• Significant withheld votes for certain director nominees (e.g., >272,000 withheld for some nominees) indicate shareholder dissent on governance or board composition.

Insights

Corporate Governance Expert

TL;DR: Shareholders approved an eight-fold increase in authorized Class A shares; notable broker non-votes and withheld votes suggest governance tensions.

The approval to raise authorized Class A shares from 3,750,000 to 25,000,000 is a material corporate action that increases the board’s flexibility to issue equity for financing, compensation, or strategic transactions. The large block of 723,699 broker non-votes and multiple nominees receiving significant withheld votes indicate a portion of the shareholder base either abstained or lacked voting instructions, which can reflect investor caution or proxy solicitation limitations. Ratification of the independent auditor provides continuity on controls and reporting, and the advisory approval of executive compensation carries non-binding but reputational weight.

Securities Analyst

TL;DR: Routine governance matters passed; the share authorization increase is notable but no immediate issuances were reported.

All four director nominees were elected, and FORVIS MAZARS, LLP was ratified as auditor, which maintains continuity in governance and financial oversight. The advisory approval of executive compensation passed with 600,039 votes for versus 296,768 against, showing meaningful dissent but overall approval. The most consequential disclosure is the authorized share increase to 25,000,000, which is permissive rather than dilutive by itself; absent any announced issuances or financings, the near-term financial impact is neutral, though the potential for future dilution now exists.

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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): August 8, 2025

BOXLIGHT CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

001-37564

36-4794936

(State or other jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2750 Premiere Parkway, Ste. 900

Duluth, Georgia 30097

(Address Of Principal Executive Offices) (Zip Code)

678-367-0809

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name or formed 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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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 $0.0001 per share

BOXL

The Nasdaq Stock Market LLC

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 o

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. o

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

On August 8, 2025, Boxlight Corporation, a Nevada corporation (the “Company”), held its 2025 annual meeting of shareholders (the “Annual Meeting”), at which the Company’s shareholders considered four proposals, each of which is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on June 17, 2025. At the Annual Meeting, there were a total of 2,649,936 votes eligible to be cast and there were shares representing a total of 1,626,775 votes present in person or by proxy, representing 61.38% of the votes eligible to be cast. The final voting results for each matter considered and voted on by the Company's shareholders at the Annual Meeting are set forth in more detail below.

1.Election of Directors.

The Company's shareholders elected each of the four director nominees set forth below to serve on the Company’s board of directors until the Company's 2026 annual meeting of shareholders and until their successor have been duly elected and have qualified, with the final vote on the matter being reflected as follows:

Nominee						For						Withheld						Broker Non-Votes
Dale Strang						630,601						272,475						723,699
Michael Pope						854,637						48,439						723,699
Rudolph F. Crew						599,360						303,716						723,699
Tiffany Kuo						604,750						298,326						723,699

2. Ratification of the Company’s Independent Auditors.

The Company's shareholders voted to ratify the appointment of FORVIS MAZARS, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, with the final vote on the matter being reflected as follows:

For						Against						Abstain						Broker Non-Votes
1,572,335						47,643						6,797						-

3. Advisory Vote on the Company’s Executive Compensation.

The Company's shareholders voted to approve (on an advisory basis) the Company’s executive compensation, with the final vote on the matter being reflected as follows:

For						Against						Abstain						Broker Non-Votes
600,039						296,768						6,269						723,699

4. Amendment to the Company's Articles of Incorporation to increase the number of authorized shares of Class A common stock to 25,000,000.

The Company's shareholders voted to approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of Class A common stock from 3,750,000 to 25,000,000,with the final vote on the matter being reflected as follows:

For						Against						Abstain						Broker Non-Votes
1,369,064						221,815						35,896						-

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.

						BOXLIGHT CORPORATION
Dated:			August 12, 2025
						By: /s/ Dale W. Strang
						Name: Dale W. Strang
						Title: Chief Executive Officer

FAQ

What was the shareholder turnout at Boxlight (BOXL)'s 2025 annual meeting?

Shareholders representing 1,626,775 votes were present in person or by proxy, equal to 61.38% of the 2,649,936 votes eligible to be cast.

Were Boxlight's (BOXL) directors re-elected?

Yes. All four director nominees—Dale Strang, Michael Pope, Rudolph F. Crew, and Tiffany Kuo—were elected to serve until the 2026 annual meeting.

Did Boxlight (BOXL) approve an increase in authorized shares?

Yes. Shareholders approved amending the Articles to increase authorized Class A common stock from 3,750,000 to 25,000,000 shares.

Was the company's independent auditor ratified?

Yes. Shareholders ratified FORVIS MAZARS, LLP as the independent registered public accounting firm for fiscal year ending December 31, 2025 with 1,572,335 votes for.

How did shareholders vote on executive compensation (say-on-pay)?

The advisory executive compensation vote was approved with 600,039 votes for, 296,768 against, and 6,269 abstentions; there were 723,699 broker non-votes.