Box, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 09/07/2021   Download
SEC Document
SEC Filing

In recent weeks, members of the Board of Directors (the “Board”) of Box, Inc. (“Box” or the “Company”) have had a large number of engagements with stockholders relating to, among other things, the Company’s corporate governance structure. In connection with Box’s commitment to good corporate governance practices, the Board has determined to adopt proxy access, which can be effected by unilateral Board action through an amendment to the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”). On September 5, 2021, the Company amended the Amended and Restated Bylaws, effective immediately, in order to implement proxy access.

The proxy access provisions are set forth in the Amended and Restated Bylaws primarily in a new Section 2.15. The proxy access provisions permit an eligible stockholder, or a group of up to 20 eligible stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate, and include in the Company’s proxy materials for an annual meeting of stockholders, director nominees constituting the greater of two or 20% of the total number of directors then serving on the Board, subject to the additional terms, conditions, and requirements set forth in the Amended and Restated Bylaws.