Box Inc.

05/07/2024 | Press release | Distributed by Public on 05/07/2024 20:13

Submission of Matters to a Vote of Security Holders Form 8 K

Item 5.02

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

Approval of the Amended and Restated 2015 Equity Incentive Plan

On July 2, 2024, Box, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved the Company's Amended and Restated 2015 Equity Incentive Plan (the "Restated Plan").

Subject to the adjustment provisions as set forth in the Restated Plan, the maximum aggregate number of shares that may be issued under the Restated Plan pursuant to awards granted after the approval of the Restated Plan will be (a) 9,000,000 shares of the Company's Class A common stock, plus (b) any shares subject to awards granted under each of the Company's 2011 Equity Incentive Plan, as amended, and the Company's 2015 Equity Incentive Plan that were outstanding on or prior to stockholder approval of the Restated Plan, and that subsequently expire, are forfeited to or repurchased by the Company, or otherwise terminate without having been exercised or issued in full, up to a maximum of 20,228,040 shares.

The material terms of the Restated Plan are set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 20, 2024 (the "Proxy Statement"), as supplemented on June 17, 2024, which descriptions are incorporated herein by reference.

The foregoing descriptions of the Restated Plan are qualified in their entirety by reference to the full text of the Restated Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K.