Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when BOX files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsRed Flags Detected
- 33.2% Opposition to Director Barsamian (new) — Unusually high opposition for an uncontested director election may indicate stockholder concerns about board composition or governance practices.
- 38.5% Opposition to Equity Plan Amendment (new) — Substantial resistance to the 7.2M share increase suggests significant stockholder concerns about dilution despite the proposal's passage.
Box stockholders approve equity plan expansion amid elevated director opposition
Filed July 1, 2026 · Period ending June 25, 2026 · ~1 min read
Key Changes
-
high
Director Sue Barsamian elected with 66.8% support (81.6M for, 40.4M against), facing 33.2% opposition—unusually high for an uncontested election and potentially signaling governance concerns.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
high
Equity plan amendment passed with 61.5% support (75.0M for, 47.0M against), adding 7.2M shares despite substantial 38.5% opposition reflecting dilution concerns.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
medium
Say-on-pay approved with 98.9% support (120.7M for, 1.3M against), indicating broad stockholder satisfaction with executive compensation practices.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Ernst & Young ratified as auditor with 96.6% support (125.8M for, 4.4M against) for fiscal year ending January 2027.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Box's 2026 annual meeting revealed notable stockholder dissent on governance matters despite routine approvals. Director Sue Barsamian faced 33.2% opposition (40.4M votes against), an unusually high level for an uncontested election that may signal concerns about board composition or oversight.
Fellow directors Jack Lazar and Steve Murphy also encountered elevated opposition at 30.5% and 29.7% respectively, though less severe. The equity plan amendment to add 7.2 million shares passed with 61.5% support but drew 38.5% opposition (47.0M votes against), reflecting stockholder concerns about dilution even as the company secures additional compensation capacity.
The meeting achieved an 83.3% quorum (130.9M votes of total voting power), with 8.2M broker non-votes on most proposals. Executive compensation received strong 98.9% approval, and the auditor ratification passed with 96.6% support—both routine outcomes. The elevated opposition levels on director elections and equity dilution warrant attention as potential indicators of stockholder unease with governance or capital allocation practices, even though all proposals ultimately passed.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Box held its 2026 annual meeting with 83.3% quorum; stockholders elected three directors, approved say-on-pay, ratified auditor, and approved equity plan amendment.
Added in current filing · view on EDGAR → · paraphrased
Nominee: Sue Barsamian - For: 81,577,727, Against: 40,434,489, Abstained: 687,877, Broker Non-Votes: 8,166,223; Jack Lazar - For: 84,790,100, Against: 37,222,421, Abstained: 687,572, Broker Non-Votes: 8,166,223; Steve Murphy - For: 85,772,652, Against: 36,239,683, Abstained: 687,758, Broker Non-Votes: 8,166,223
Stockholders elected three Class III directors to serve until 2029. Sue Barsamian received 66.8% support (81.6M for vs 40.4M against), Jack Lazar received 69.5% (84.8M for vs 37.2M against), and Steve Murphy received 70.3% (85.8M for vs 36.2M against) of votes cast. The elevated opposition levels, particularly the 33.2% against Barsamian, are notable for uncontested director elections and may reflect stockholder concerns about board composition or governance.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Present at the Annual Meeting virtually or by proxy were holders of shares of Class A common stock and Series A Convertible Preferred Stock representing an aggregate of 130,866,316 votes, or 83.30% of the voting power of all issued and outstanding shares entitled to vote at the Annual Meeting as of the Record Date, constituting a quorum.
The annual meeting achieved an 83.3% quorum with 130.9 million votes represented out of total voting power entitled to vote. This strong turnout enabled all proposals to proceed to a vote.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Box stockholders approved a 7.2M share increase to the 2015 equity incentive plan at the June 25, 2026 annual meeting.
Added in current filing · verify on EDGAR →
At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated 2015 Equity Incentive Plan (the “2015 Plan”) to increase the number of shares of Class A common stock of the Company reserved for issuance under the 2015 Plan by 7,200,000 shares
Stockholders approved adding 7.2 million shares to the equity compensation pool. This expands the company's capacity to grant stock-based awards to employees and executives, which dilutes existing shareholders but is a standard mechanism for attracting and retaining talent.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jul 2, 2026 · How we verify