Amendments to the Articles of Incorporation or



On
July 5, 2021, the Board of Directors (the “Board”) of Box, Inc. (“Box” or the “Company”)
adopted Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), effective immediately, in order to:


eliminate
the supermajority stockholder vote requirement to alter, amend, repeal or adopt any provision
of the Amended and Restated Bylaws; and


change
the vote required to elect directors from a plurality of votes cast to a majority of votes
cast, provided that the plurality voting standard will continue to apply in a contested election.


< p>The
foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the Amended and Restated Bylaws,
which are attached hereto as Exhibit 3.1 and incorporated herein by reference.


Also
on July 5, 2021, the Board approved amendments to the Corporate Governance Guidelines of the Company (the “Corporate
Governance Guidelines”), effective immediately, in order to:


adopt
a director resignation policy in connection with the majority vote standard for director
elections;


detail
the role and responsibilities of the Chair of the Board;


add
an average tenure goal of 10 years or less for independent directors to encourage regular
Board refreshment; and


add
considerations for Board diversity, including a requirement that the Board composition complies
with applicable law regarding the number of female directors and directors from underrepresented
communities.


 


The
amended Corporate Governance Guidelines will be made available on the Company’s website at
www.boxinvestorrelations.com.




ITEM 8.01


Other Events.



The
Company anticipates that it will hold its 2021 annual meeting of stockholders (the “2021 Annual Meeting”) more than 30 days
from the anniversary of the 2020 annual meeting. As a result, the deadline for stockholders to submit proposals pursuant to Rule 14a-8
under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as set forth in the Company’s definitive
proxy statement for its 2020 annual meeting of stockholders is no longer effective. Further details about the 2021 Annual Meeting, including
the time and location, will be set forth in the Company’s definitive proxy statement for the 2021 Annual Meeting.


If
a stockholder wishes to submit a proposal pursuant to Rule 14a-8 under the Exchange Act, such proposal must be received by the
Secretary of the Company at its principal executive office no later than the close of business on July 12, 2021. Such stockholder
must otherwise comply with the requirements of Rule 14a-8 in order for the proposal to be considered for inclusion in the
Company’s proxy materials for the 2021 Annual Meeting.


Important
Additional Information and Where to Find It


Box
intends to file a proxy statement on Schedule 14A, an accompanying proxy card and other relevant documents with the SEC in
connection with such solicitation of proxies from Box stockholders for Box’s 2021 annual meeting of stockholders. Box filed a
preliminary version of this proxy statement with the SEC on July 6, 2021. BOX STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ
BOX’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), ACCOMPANYING

BLUE

 PROXY CARD
AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and stockholders may obtain a copy of the definitive proxy statement, an accompanying

BLUE

 proxy
card, any amendments or supplements to the definitive proxy statement and other documents that Box files with the SEC at no charge
at the SEC’s website at www.sec.gov. Copies will also be available at no charge in the “SEC Filings” subsection of
the “Financial Information” section of Box’s Investor Relations website at www.boxinvestorrelations.com or by
contacting Box’s Investor Relations department at ir@box.com, as soon as reasonably practicable after such materials are
electronically filed with, or furnished to, the SEC.


 



 


 



Certain
Information Regarding Participants to the Solicitation


Box,
its directors and certain of its executive officers may be deemed participants in the solicitation of proxies from Box stockholders by
Box in connection with matters to be considered at Box’s 2021 annual meeting of stockholders. Information regarding the direct
and indirect interests, by security holdings or otherwise, of Box’s directors and executive officers, in Box is included in Box’s
proxy statement on Schedule 14A for its 2020 annual meeting of stockholders, filed with the SEC on May 28, 2020, Box’s Annual Report
on Form 10-K for the year ended January 31, 2021, filed with the SEC on March 19, 2021 and in Box’s Current Reports on Form 8-K
filed with the SEC from time to time. Changes to the direct or indirect interests of Box’s directors and executive officers are
set forth in SEC filings on Initial Statements of Beneficial Ownership on Form 3, Statements of Change in Ownership on Form 4 and Annual
Statements of Changes in Beneficial Ownership on Form 5. These documents are available free of charge as described above. Updated information
regarding the identities of potential participants and their direct or indirect interests, by security holdings or otherwise, in Box
will be set forth in Box’s definitive proxy statement for Box’s 2021 annual meeting of stockholders and other relevant documents
to be filed with the SEC, if and when they become available.


 



Item 9.01.

Financial
Statements and Exhibits.


(d)
Exhibits




 


 


 



Exhibit
No.


 


Description



3.1


 


Amended
and Restated Bylaws of Box, Inc., effective July 5, 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:
July 6, 2021


 


 


 


 


 


 



 


 


 


 


 


 


 



 


 


 


 


By:


 


/s/
David Leeb



 


 


 


 


 


 


David
Leeb


Chief
Legal Officer and Corporate Secretary



 



 








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