8-K

Dated: July 1, 2022

/s/ David Leeb

David Leeb

Chief Legal Officer and Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 28, 2022

Box, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-36805

20-2714444

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

900 Jefferson Ave.

Redwood City, California 94063

(Address of Principal Executive Offices, including zip code)

(877) 729-4269

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, par value of $0.0001 per share

BOX

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

Item 8.01

Other Events.

On June 28, 2022, Kimberly Hammonds, a member of the board of directors (the “Board”) of Box, Inc. (the “Company”), passed away. A copy of the Company’s press release announcing Ms. Hammonds’ passing is attached as Exhibit 99.1. The Company mourns the loss of Ms. Hammonds, an esteemed technology leader, visionary and friend.

2022 Annual Meeting and Proxy Statement

Withdrawal of Nominee for Election as Director. As a result of Ms. Hammonds’ passing, her name has been withdrawn from nomination for re-election to the Board at the Company’s annual meeting of stockholders to be held on July 14, 2022 (the “Annual Meeting”). Following Ms. Hammonds’ passing, the Board reduced the number of members of the Board by one, to eight directors, effective immediately; in addition, the Board has further reduced the number of members of the Board, to seven directors, effective immediately following the effectiveness of Peter Leav’s previously announced resignation following the Annual Meeting. At the Annual Meeting, the Board is nominating two Class II directors (rather than three Class II directors) for election to the Board. Other than Ms. Hammonds, the nominees named in the Company’s proxy statement dated May 27, 2022 (the “Proxy Statement”), Bethany Mayer and Dan Levin, will continue to stand for election at the Annual Meeting.

Voting Matters. If you have already submitted a proxy to vote your shares, either by returning a completed proxy card or voting instruction form or by Internet or telephone voting, you do not need to re-submit your proxy unless you wish to change your vote. Proxy votes already returned by stockholders will remain valid and will be voted at the Annual Meeting unless revoked, except that votes will not be cast for Ms. Hammonds. If you have not yet voted your shares, please do so as soon as possible. You may vote by following the instructions for voting as described in the Proxy Statement.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

99.1		Press release issued by Box, Inc., dated July 1, 2022.

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. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits