Box Inc 8-K/A, filed Sep 14, 2021
Box Inc (BOX)
About this 8-K/A
Box Inc filed this 8-K/A on September 14, 2021, reporting on events of September 9, 2021.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Explanatory Note
This Current Report on Form 8-K/A is being filed by Box, Inc. (“Box” or the “Company”) as an amendment (“Form 8-K Amendment”) to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 10, 2021 in order to disclose the final voting results for the Company’s annual meeting of stockholders (the “Annual Meeting”) held on September 9, 2021 as provided by First Coast Results, Inc., the independent Inspector of Election for the Annual Meeting (the “Inspector of Election”).
| ITEM 5.03 | Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As described in more detail under Item 5.07 of this Form 8-K Amendment, at the Annual Meeting, the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Charter”) to eliminate the supermajority stockholder vote requirement to amend, repeal or adopt all provisions of the Charter. The material terms of the Charter Amendment are summarized under the heading “Proposal No. 4 — Charter Amendment To Eliminate Supermajority Stockholder Vote Requirement To Amend Certain Charter Provisions” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 19, 2021 (the “Definitive Proxy Statement”).
The Amendment became effective upon the filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on September 14, 2021. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the stockholders of the Company voted on the following proposals, each of which is more fully described in the Definitive Proxy Statement:
| 1. | To elect three Class I directors to serve until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified; | |
| 2. | To approve an amendment to the Company’s 2015 Employee Stock Purchase Plan; | |
| 3. | To approve, on an advisory basis, the compensation of the Company’s named executive officers; | |
| 4. | To approve an amendment to the Charter to eliminate the supermajority stockholder vote requirement to amend certain provisions of the Charter; and | |
| 5. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 31, 2022. |
On September 14, 2021, the Inspector of Election issued its final report which certified the final voting results for the Annual Meeting. Set forth below are the final voting results as provided by the Inspector of Election. Set forth below are the final voting results as provided by the Inspector of Election, which remain unchanged from the preliminary results the Company previously disclosed in its Current Report on Form 8-K on September 10, 2021.
The Class A common stock and Series A Convertible Preferred Stock vote together as a single class unless otherwise provided. Each stockholder of record is entitled to one vote per share of Class A common stock and one vote per each share of Class A common stock underlying a share of Series A Convertible Preferred Stock on an “as converted” basis. On July 12, 2021, the record date for the Annual Meeting (the “Record Date”), there were 173,344,280 votes underlying the issued and outstanding shares of Class A common stock and Series A Convertible Preferred Stock. Present at the Annual Meeting in person or by proxy were holders of shares of Class A common stock and Series A Convertible Preferred Stock representing an aggregate of 139,718,682 votes, or 80.60% of the voting power underlying the issued and outstanding shares entitled to vote at the Annual Meeting as of the Record Date, constituting a quorum.
| 1. | Election of Directors |
| Company Nominee | For | Withheld | ||
| Dana Evan | 57,191,511 | 42,871,279 | ||
| Peter Leav | 97,836,600 | 6,516,122 | ||
| Aaron Levie | 103,095,313 | 1,257,409 |
| Starboard Value LP Nominee | For | Withheld | ||
| Deborah S. Conrad | 25,015,534 | 5,681,409 | ||
| Peter A. Feld | 34,578,952 | 407,923 | ||
| Xavier A. Williams | 25,023,101 | 5,673,842 |
The stockholders voted to re-elect each of the Company’s director nominees as a Class I director to serve until the Company’s 2024 annual meeting of stockholders and until their successors are duly elected and qualified.
| 2. | Approval of Amendment to 2015 Employee Stock Purchase Plan |
| For | Against | Abstained | ||
| 128,446,927 | 5,792,448 | 810,289 |
The stockholders voted to approve the amendment to the Company’s 2015 Employee Stock Purchase Plan.
| 3. | Advisory Vote on Compensation of Named Executive Officers |
| For | Against | Abstained | ||
| 100,750,575 | 33,469,822 | 829,268 |
The stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers.
| 4. | Approval of Amendment to the Charter |
| For | Against | Abstained | ||
| 132,886,681 | 1,506,319 | 656,664 |
The stockholders voted to approve the amendment to the Charter to eliminate the supermajority stockholder vote requirement to amend certain provisions of the Charter.
| 5. | Ratification of Appointment of Independent Registered Public Accounting Firm |
| For | Against | Abstained | ||
| 138,173,152 | 817,359 | 728,171 |
The stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 31, 2022.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Box, Inc., effective September 14, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| BOX, INC. | ||
| Date: September 14, 2021 | ||
| By: | /s/ David Leeb | |
David Leeb Chief Legal Officer and Corporate Secretary | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF BOX, INC.
The undersigned, being an authorized officer of Box, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
A. The Corporation was originally incorporated under the name Box.Net, Inc., and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 11, 2008.
B. The Corporation filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on September 20, 2017 (the “Certificate of Incorporation”).
C. Article X of the Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:
“If any provision of this Amended and Restated Certificate of Incorporation becomes or is declared on any ground by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Amended and Restated Certificate of Incorporation, and the court will replace such illegal, void or unenforceable provision of this Amended and Restated Certificate of Incorporation with a valid and enforceable provision that most accurately reflects the Corporation’s intent, in order to achieve, to the maximum extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Amended and Restated Certificate of Incorporation shall be enforceable in accordance with its terms.
Except as provided in ARTICLE VIII and ARTICLE IX above, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.”
D. The foregoing amendment has been duly approved by the Board of Directors of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
E. The foregoing amendment has been duly approved by the stockholders of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed as of the 14th day of September, 2021.
| BOX, INC. | ||
| By: | /s/ David Leeb | |
| David Leeb | ||
| Chief Legal Officer and Corporate Secretary | ||
[Signature Page to Certificate of Amendment]