Box, Inc. (NYSE:BOX) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03. Material Modification of Rights of Security Holders.

On June14, 2018, all outstanding shares of Box, Inc.’s (the “Company”) ClassB common stock, par value $0.0001 per share, automatically converted into the same number of shares of ClassA common stock, par value $0.0001 per share, to the terms of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). No additional ClassB shares will be issued following such conversion.

The conversion occurred to Article IV, Section D.3(e) of the Certificate of Incorporation, which provided that each one share of ClassB common stock would convert automatically, without any further action, into one share of ClassA common stock at 5:00 p.m. New York City time on the first trading day falling on or after the date on which the outstanding shares of ClassB common stock represent less than 5% of the aggregate number of shares of the then outstanding ClassA common stock and ClassB common stock. Following the conversion, the Company had approximately 140.4 million shares of ClassA common stock outstanding as of June14, 2018.

Also in accordance with Article IV, Section D.3(e) of the Certificate of Incorporation, and as required by Section243 of the Delaware General Corporation Law (the “DGCL”), on June15, 2018, the Company filed a certificate with the Secretary of State of the State of Delaware effecting the retirement of the shares of ClassB common stock that were issued but not outstanding following the conversion (the “Certificate of Retirement”).

The conversion had the following effects, among others, on the holders of shares of ClassB common stock:

Voting Power. Prior to the conversion, holders of shares of ClassB common stock were entitled to cast ten votes per share on any matter submitted to a vote of the Company’s stockholders. As a result of the conversion, all former holders of shares of ClassB common stock are now holders of shares of ClassA common stock, which is entitled to only one vote per share on all matters subject to a stockholder vote with a record date on or after the date of the conversion. In addition, the provisions of the Certificate of Incorporation and Delaware law that entitled the holders of shares of ClassA and ClassB common stock, in certain circumstances, to separate class voting rights are no longer applicable as a result of the conversion.

Economic Interests. Because holders of shares of ClassA common stock are entitled to the same economic interests to which former holders of shares of ClassB common stock were entitled before the conversion, including with regard to dividends, liquidation rights and treatment in connection with a change of control or merger transaction, the conversion had no impact on the economic interests of former holders of shares of ClassB common stock.

Capitalization. The conversion had no impact on the total number of the Company’s outstanding shares of capital stock, as the shares of ClassB common stock converted into an equivalent number of shares of ClassA common stock. to Section243 of the DGCL, the filing of the Certificate of Retirement had the effect of amending the Certificate of Incorporation such that, upon the effectiveness of the Certificate of Retirement, the Company’s total number of authorized shares of capital stock has been reduced by the number of the retired shares of ClassB Common Stock.

Equity Incentive Plans. Upon the conversion, outstanding options and restricted stock units, which were denominated in shares of ClassB common stock and issued under any of the Company’s equity incentive plans, remained unchanged, except that they now represent the right to receive shares of ClassA common stock.

Item 3.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described under Item 3.03, on June15, 2018, the Company filed the Certificate of Retirement with the Secretary of State of the State of Delaware to retire the shares of ClassB common stock that were issued but not outstanding following the conversion.

The foregoing description of the Certificate of Retirement is a summary only and is qualified in its entirety by reference to the full text of (a)the Certificate of Retirement, a copy of which is attached as Exhibit 3.1 hereto, and (b)the Certificate of Incorporation, a copy of which is incorporated by reference herein as Exhibit 3.2 hereto, and both of which are incorporated by reference into this Item 3.03.

Item 3.03. Other Events.

The Company’s ClassA common stock will continue to trade on The New York Stock Exchange under the ticker symbol “BOX” following the conversion and will maintain the same CUSIP number previously assigned to the ClassA common stock.

Item 3.03 Financial Statements and Exhibits.

BOX INC Exhibit
EX-3.1 2 d610903dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 CERTIFICATE OF RETIREMENT OF CLASS B COMMON STOCK OF BOX,…
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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.