Box (BOX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 25, 2026, with voting on four main proposals: election of three Class III directors, advisory approval of executive compensation, amendment to the 2015 Equity Incentive Plan, and ratification of Ernst & Young LLP as auditor for FY2027.

• The board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation via internet, phone, or mail.

• Proxy materials are primarily distributed electronically to reduce environmental impact, with paper copies available upon request.

Voting matters and shareholder proposals

• Proposals include electing three directors (Sue Barsamian, Jack Lazar, Steve Murphy), advisory say-on-pay, increasing equity plan shares by 7.2 million, and auditor ratification.

• Majority voting standard applies for uncontested director elections; broker non-votes and abstentions generally have no effect except where noted.

• Shareholders can submit proposals and director nominations for the 2027 meeting, with proxy access provisions for significant, long-term holders.

Board of directors and corporate governance

• Board consists of eight members, seven of whom are independent; leadership is separated between Chair and CEO.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are composed solely of independent directors.

• Board diversity: 38% women, 25% from underrepresented communities; average tenure for independent directors is 8 years.

• Corporate governance highlights include elimination of supermajority voting, majority voting for directors, proxy access, stock ownership guidelines, and annual evaluations.