Box, Inc. (NYSE:BOX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July9, 2017, Dan Levin, Chief Operating Officer of Box, Inc. (the “Company”), resigned as the Company’s Chief Operating Officer, effective August1, 2017. Mr.Levin has agreed to remain an employee of the Company until September30, 2017, or such earlier date as may be mutually agreed on by Mr.Levin and the Company. Mr.Levin will continue to serve as a member of the Company’s Board of Directors.

On July9, 2017, Stephanie Carullo accepted an offer of employment to join the Company and was appointed to succeed Mr.Levin as the Company’s Chief Operating Officer, effective August1, 2017.

Ms.Carullo, age 49, has served as an advisor at several privately held companies from June 2016 to July 2017. From September 2015 to May 2016, Ms.Carullo served as Head of Global Partnerships at Hampton Creek, Inc., a food company. From September 2011 to August 2015, Ms.Carullo served as Vice President, US Education, at Apple Inc., a technology company. From October 2007 to August 2011, Ms.Carullo served as Vice President, Service Provider OTT Segment and Vice President, Data Center, Cloud and Virtualization at Cisco Systems, Inc., a networking and information technology company. From 2004 to 2007, Ms.Carullo served as Managing Director, Sales Enablement and Enterprise& Government at Telstra Corporation Ltd., a telecommunications company. From 1990 to 2004, Ms.Carullo worked for IBM Australia where she held a variety of positions, including in sales leadership, general management consulting. Ms.Carullo holds a B.A. in Economic History from Monash University.

to the terms of an employment offer letter, dated July7, 2017, by and between the Company and Ms.Carullo (the “Offer Letter”), Ms.Carullo’s base salary will be $370,000 and will be eligible for a discretionary annual bonus of up to 55% of her annual base salary. Ms.Carullo will also be granted an option to purchase up to 400,000 shares of the Company’s ClassA Common Stock and restricted stock units covering 200,000 shares of the Company’s ClassA Common Stock (together, the “Equity Awards”). The Equity Awards will vest over four years as described in the Offer Letter and be subject to the terms of the Company’s 2015 Equity Incentive Plan and related form agreements. The foregoing description of the Offer Letter is qualified in its entirety by the text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

The Company has entered into its standard form of Change of Control and Severance Agreement with Ms.Carullo, a copy of which has been filed as Exhibit 10.7A to the Company’s Registration Statement on Form S-1 (File No.333-194767) filed with the Securities and Exchange Commission on December10, 2014 and is incorporated herein by reference. The Company also intends to enter into its standard form of indemnification agreement with Ms.Carullo, a copy of which has been filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No.333-194767) filed with the Securities and Exchange Commission on July7, 2014 and is incorporated herein by reference.

There are no arrangements or understandings between Ms.Carullo and any other persons to which she was selected as the Company’s Chief Operating Officer. There are also no family relationships between Ms.Carullo and any director or executive officer of the Company and she has no direct or indirect material interest in any transaction required to be disclosed to Item404(a) of Regulation S-K.

In connection with his departure as the Company’s Chief Operating Officer, Mr.Levin entered into a transition employment letter (the “Transition Agreement”) with the Company, dated July11, 2017, to which Mr.Levin, among other things, (a)agreed to remain an employee of the Company through September30, 2017, or such earlier date as may be mutually agreed on by him and the Company, during which time he will receive his full salary but will not be eligible for any bonus payments under the Company’s fiscal year 2018 executive bonus plan; (b)agreed to provide ongoing advisory services, if requested, to the Company for a period of three years; (c)acknowledged that he is not entitled to any current or future benefits under the Change in Control and Severance Agreement he had previously entered into with the Company; (d)agreed to forfeit the shares of the Company’s ClassA common stock and Class B common stock, as applicable, subject to (i)his stock option granted on April9, 2017 subject to performance-based vesting (the “Performance Option”) and (ii)each of his outstanding stock options other than the Performance Option that are scheduled to vest after March20, 2018; and (e)agreed to waive any right to receive any cash or equity fees to the Company’s Outside Director Compensation Policy until such time

as he may be reelected as a member of the Board at the Company’s annual meeting of stockholders. The foregoing description of the Transition Agreement is qualified in its entirety by the text of the Transition Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Item 5.02 Financial Statements and Exhibits.

BOX INC Exhibit
EX-10.1 2 d424815dex101.htm EX-10.1 EX-10.1 Exhibit 10.1   Box,…
To view the full exhibit click here

About Box, Inc. (NYSE:BOX)

Box, Inc. provides an enterprise content management platform that enables organizations of all sizes to manage enterprise content while allowing access and sharing of this content from anywhere, on any device. With the Company’s Software-as-a-Service (SaaS) cloud-based platform, users can collaborate on content both internally and with external parties, automate content-driven business processes, develop custom applications, and implement data protection, security and compliance features to comply with internal policies and industry regulations. Its platform enables people to view, share and collaborate on content, across various file formats and media types. The software integrates with enterprise business applications, and is compatible with various application environments, operating systems and devices, ensuring that workers have access to their business content. It offers individuals a free basic version of the Box platform that allows them to experience its solution.