Box, Inc. (NYSE:BOX) Files An 8-K Submission of Matters to a Vote of Security Holders
ITEM5.07
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Submission of Matters to a Vote of Security Holders. |
On June21, 2017, 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
May10, 2017:
1. |
To elect three ClassIII directors to serve until the Companys 2020 annual meeting of stockholders and until their successors are duly elected and qualified; |
2. |
To approve an amendment to the Companys amended and restated certificate of incorporation; |
3. |
To approve, on an advisory basis, the compensation of the Companys named executive officers; and |
4. |
To ratify the appointment of Ernst Young LLP as the Companys independent registered public accounting firm for the Companys fiscal year ending January31, 2018. |
Holders of the Companys ClassA Common Stock were entitled to one
vote for each share held as of the close of business on May1,
2017 (the Record Date), and
holders of the Companys ClassB Common Stock were entitled to ten
votes for each share held as of the Record Date. The ClassA
Common Stock and ClassB Common Stock voted as a single class on
all matters.
Present at the Annual Meeting in person or by proxy were holders
of shares of ClassA Common Stock and ClassB Common Stock
representing an aggregate of 540,110,822 votes, or more than
86.27% of the voting power of all issued and outstanding shares
entitled to vote at the Annual Meeting, constituting a quorum.
The voting results for each of these proposals are detailed
below.
1. |
Election of Directors |
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For |
Withheld |
BrokerNon-Votes |
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504,803,627 | 7,964,291 | 27,342,905 | |||||||||
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503,517,379 | 9,250,539 | 27,342,905 | |||||||||
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505,664,396 | 7,103,522 | 27,342,905 |
Each director nominee was duly elected as a ClassIII director to
serve until the Companys 2020 annual meeting of stockholders and
until their successors are duly elected and qualified.
2. |
Amendment to the Companys Amended and Restated Certificate of Incorporation |
|
|
Against |
Abstained |
BrokerNon-Votes |
|||
| 493,864,157 | 18,849,663 | 54,098 | 27,342,905 |
The amendment to the Companys amended and restated certificate of
incorporation was approved. A copy of the amendment to the
amended and restated certificate of incorporation is attached
hereto as Exhibit 3.1.
3. |
Advisory Vote on Compensation of Named Executive Officers |
|
|
Against |
Abstained |
BrokerNon-Votes |
|||
| 510,647,078 | 2,031,543 | 89,297 | 27,342,905 |
The stockholders advised that they were in favor of the
compensation of the Companys named executive officers.
4. |
Ratification of Appointment of Independent Registered Public Accounting Firm |
|
|
Against |
Abstained |
BrokerNon-Votes |
|||
| 539,898,942 | 128,568 | 83,313 |
The appointment of Ernst Young LLP as the Companys independent
registered public accounting firm for the Companys fiscal year
ending January31, 2018 was ratified.
Item9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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| 3.1 |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Box, Inc. |
BOX INC ExhibitEX-3.1 2 d411400dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 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.