Current Report Filing (8-k)
25 June 2019 - 6:07AM
Edgar (US Regulatory)
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 19, 2019
Box, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36805
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20-2714444
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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900 Jefferson Ave.
Redwood City, California 94063
(Address of principal executive offices, including zip code)
(877)
729-4269
(Registrants 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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule
14d-2(b)
under the
Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Class A Common Stock, $0.0001 par value per share
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BOX
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New York Stock Exchange, Inc.
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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).
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Emerging growth company
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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.
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ITEM 5.07
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Submission of Matters to a Vote of Security Holders.
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On June 19, 2019, Box, Inc. (the
Company
) held its annual meeting of stockholders (the
Annual Meeting
). The
stockholders of the Company voted on the following proposals at the Annual Meeting, each of which is more fully described in the Companys definitive proxy statement filed with the Securities and Exchange Commission on May 8, 2019:
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1.
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To elect three Class II directors to serve until the Companys 2022 annual meeting of stockholders
and until their successors are duly elected and qualified;
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2.
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To approve, on an advisory basis, the compensation of the Companys named executive officers; and
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3.
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To ratify the appointment of Ernst & Young LLP as the Companys independent registered public
accounting firm for the Companys fiscal year ending January 31, 2020.
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Holders of the Companys Class A Common
Stock were entitled to one vote for each share held as of the close of business on April 26, 2019 (the
Record Date
).
Present at
the Annual Meeting in person or by proxy were holders of shares of Class A Common Stock representing an aggregate of 130,637,832 votes, or more than 89% of the voting power of all issued and outstanding shares as of the Record Date, entitled to
vote at the Annual Meeting, constituting a quorum.
The voting results for each of these proposals are detailed below.
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Nominee
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For
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Withheld
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Broker
Non-Votes
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Kim Hammonds
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79,569,424
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7,939,351
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43,129,057
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Dan Levin
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62,112,730
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25,396,045
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43,129,057
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Josh Stein
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61,640,853
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25,867,922
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43,129,057
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Each director nominee was duly elected as a Class II director to serve until the Companys 2022 annual meeting of
stockholders and until their successors are duly elected and qualified.
2.
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Advisory Vote on Compensation of Named Executive Officers
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For
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Against
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Abstained
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Broker
Non-Votes
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82,568,545
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4,690,558
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249,672
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43,129,057
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The stockholders advised that they were in favor of the compensation of the Companys named executive officers.
3.
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Ratification of Appointment of Independent Registered Public Accounting Firm
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For
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Against
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Abstained
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Broker
Non-Votes
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129,574,311
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448,004
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615,517
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The appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the
Companys fiscal year ending January 31, 2020 was ratified.
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.
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BOX, INC.
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Date: June 24, 2019
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By:
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/s/ David Leeb
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David Leeb
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Senior Vice President, General Counsel and
Corporate Secretary
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