BOX / Box, Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

Calculation of Filing Fee Tables Form S-8 (Form Type) Box, Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Box, Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, $0.0001 par v

As filed with the Securities and Exchange Commission on August 27, 2025

S-8 As filed with the Securities and Exchange Commission on August 27, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36805 Box, Inc. (Exact name

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

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): August 26, 2025 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)

Box Reports Second Quarter Fiscal 2026 Financial Results Revenue of $294 Million, up 9% Year-Over-Year, up 7% in Constant Currency Remaining Performance Obligations of $1.5 Billion, up 16% Year-Over-Year, up 16% in Constant Currency GAAP Operating Ma

Exhibit 99.1 Box Reports Second Quarter Fiscal 2026 Financial Results Revenue of $294 Million, up 9% Year-Over-Year, up 7% in Constant Currency Remaining Performance Obligations of $1.5 Billion, up 16% Year-Over-Year, up 16% in Constant Currency GAAP Operating Margin of 7.0% and Non-GAAP Operating Margin of 28.6% GAAP Net Income Per Share of $0.05 and Non-GAAP Net Income Per Share of $0.33 REDWOOD

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BOX, INC.

EX-3.1 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 of Box.Net, Inc., and the original Cer

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 27, 2025 Box, Inc. (Exact na

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 27, 2025 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) (I

BOX, INC. AMENDED AND RESTATED 2015 EMPLOYEE STOCK PURCHASE PLAN

EX-10.2 Exhibit 10.2 BOX, INC. AMENDED AND RESTATED 2015 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a Code Section 423 Component (“423 Component”) and a non-Code Section 423

BOX, INC. AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN

EX-10.1 Exhibit 10.1 BOX, INC. AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permits the grant of Incent

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36805 Box, Inc. (Exact name

Box, Inc. Outside Director Compensation Policy, amended and restated on April 15, 2025.

BOX, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Box, Inc. (the “Company”) believes that the granting of equity and cash compensation to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “Outside Directors”). This Outside Director Compensation Policy

Box Reports First Quarter Fiscal 2026 Financial Results Revenue of $276 Million, up 4% Year-Over-Year, up 5% in Constant Currency Remaining Performance Obligations of $1.469 billion, up 21% Year-Over-Year, or 17% on a constant currency basis GAAP Ope

Exhibit 99.1 Box Reports First Quarter Fiscal 2026 Financial Results Revenue of $276 Million, up 4% Year-Over-Year, up 5% in Constant Currency Remaining Performance Obligations of $1.469 billion, up 21% Year-Over-Year, or 17% on a constant currency basis GAAP Operating Margin of 2.3% and Non-GAAP Operating Margin of 25.3% GAAP Net Income Per Share of $0.02 and Non-GAAP Net Income Per Share of $0.3

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 27, 2025 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) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Table Form S-3 (Form Type) Box, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 3.0% Series A Convertib

As filed with the Securities and Exchange Commission on May 12, 2025

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on May 12, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of Capital Stock.

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of Box, Inc. (“us,” “our,” “we” or the “Company”) is a summary of the rights of our Class A common stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws as currently in effect. This summary does not purport to be complete and is qualified in its en

Insider Trading Policy.

Exhibit 19.1 BOX, inc. INSIDER TRADING POLICY (As Amended on December 18, 2024) The Board of Directors (the “Board”) of Box, Inc. (“we,” “our” or “Box”) has adopted this Insider Trading Policy (the “Policy”) in order to take an active role in the prevention of insider trading violations by our officers, directors, employees and other related individuals. A. Why do we have this Policy? On a regular

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36805 Box, Inc. (Exact

List of subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF BOX, INC. Name of Subsidiary Jurisdiction of Organization Box Intl Holdings Ltd United Kingdom Box Intl Technology Ltd United Kingdom Box.com (UK) Ltd United Kingdom Box Poland Sp. z o.o. Poland Box Deutschland GmbH Germany Box France SARL France KK Box Japan Japan Box Canada, Inc. Canada Box.com Australia Pty Ltd. Australia Box Netherlands B.V. Netherlands SignRequest

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 04, 2025 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) (

Box Reports Fourth Quarter and Fiscal 2025 Financial Results Fourth Quarter Revenue of $280 Million and Fiscal 2025 Revenue of $1.09 Billion Fourth Quarter GAAP Operating Margin of 6.4% and Non-GAAP Operating Margin of 27.3% Fourth Quarter GAAP Net I

Exhibit 99.1 Box Reports Fourth Quarter and Fiscal 2025 Financial Results Fourth Quarter Revenue of $280 Million and Fiscal 2025 Revenue of $1.09 Billion Fourth Quarter GAAP Operating Margin of 6.4% and Non-GAAP Operating Margin of 27.3% Fourth Quarter GAAP Net Income Per Share of $1.12 and Non-GAAP Net Income Per Share of $0.42 New $150 Million Expansion of Stock Repurchase Program REDWOOD CITY,

Amendment No. 1 to Amended and Restated Credit Agreement, dated as of December 19, 2024, by and between Box, Inc. and Wells Fargo Bank, National Association.

Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 19, 2024, is entered into by and between BOX, INC., a Delaware corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), with respect to the following: A. The Borrower and the Le

Entry into a Material Definitive Agreement

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): December 18, 2024 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36805 Box, Inc. (Exact na

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): December 03, 2024 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

Box Reports Fiscal Third Quarter 2025 Financial Results Revenue of $276 Million, up 5% Year-Over-Year, up 6% in Constant Currency Remaining Performance Obligations of $1.3 Billion, up 13% Year-Over-Year, up 14% in Constant Currency Record GAAP Operat

Exhibit 99.1 Box Reports Fiscal Third Quarter 2025 Financial Results Revenue of $276 Million, up 5% Year-Over-Year, up 6% in Constant Currency Remaining Performance Obligations of $1.3 Billion, up 13% Year-Over-Year, up 14% in Constant Currency Record GAAP Operating Margin of 8.5% and Record Non-GAAP Operating Margin of 29.1% GAAP Net Income Per Share of $0.05 and Record Non-GAAP Net Income Per Sh

Entry into a Material Definitive Agreement

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) September 16, 2024 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

-2-

Exhibit 99.1 Box, Inc. Announces Proposed Private Offering of $400 Million of Convertible Senior Notes September 16, 2024 REDWOOD CITY, Calif.— (BUSINESS WIRE) — Box, Inc. (NYSE:BOX), the leading Intelligent Content Cloud, today announced that it intends to offer, subject to market conditions and other factors, $400 million aggregate principal amount of convertible senior notes due 2029 (the “note

Indenture, dated as of September 20, 2024, between Box, Inc. and U.S. Bank Trust Company, National Association, as trustee.

Exhibit 4.1 Execution Version BOX, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 20, 2024 1.50% Convertible Senior Notes due 2029 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 1 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and

-2-

Exhibit 99.2 Box, Inc. Announces Pricing of Offering of $400 Million of Convertible Senior Notes September 18, 2024 REDWOOD CITY, Calif.— (BUSINESS WIRE) — Box, Inc. (NYSE:BOX), the leading Intelligent Content Cloud, today announced the pricing of $400 million aggregate principal amount of 1.50% convertible senior notes due 2029 (the “notes”) in a private placement to qualified institutional buyer

Form of Capped Call Transaction Confirmation.

Exhibit 10.2 [Dealer name and address] To: Box, Inc. 900 Jefferson Avenue Redwood City, CA 94063 From: [Dealer] Re: [Base][Additional] Capped Call Transaction Ref. No: []1 Date: September [], 2024 Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified be

Purchase Agreement, dated September 17, 2024, by and among Box, Inc. and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several initial purchasers named in Schedule I thereto.

Exhibit 10.1 $400,000,000 BOX, INC. 1.50% CONVERTIBLE SENIOR NOTES DUE 2029 PURCHASE AGREEMENT September 17, 2024 September 17, 2024 Morgan Stanley & Co. LLC J.P. Morgan Securities LLC BofA Securities, Inc. As Representatives (the “Representatives”) of the several Initial Purchasers named in Schedule I hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o J.P. Morgan Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36805 Box, Inc. (Exact name

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) August 27, 2024 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) (

Box Reports Fiscal Second Quarter 2025 Financial Results Revenue of $270 Million, up 3% Year-Over-Year, up 6% in Constant Currency GAAP Operating Margin of 7.5% and Record Non-GAAP Operating Margin of 28.4% GAAP Net Income Per Share of $0.10 and Reco

Exhibit 99.1 Box Reports Fiscal Second Quarter 2025 Financial Results Revenue of $270 Million, up 3% Year-Over-Year, up 6% in Constant Currency GAAP Operating Margin of 7.5% and Record Non-GAAP Operating Margin of 28.4% GAAP Net Income Per Share of $0.10 and Record Non-GAAP Net Income Per Share of $0.44 New $100 Million Expansion of Stock Repurchase Program REDWOOD CITY, Calif. – August 27, 2024 –

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): July 2, 2024 Box, Inc. (Exact nam

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): July 2, 2024 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) (IR

Box, Inc. Amended and Restated 2015 Equity Incentive Plan, effective July 2, 2024.

Exhibit 10.1 BOX, INC. AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permits the grant of Incentive Stoc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St

Box, Inc. Outside Director Compensation Policy, amended and restated on April 1, 2024.

Exhibit 10.1 BOX, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Box, Inc. (the “Company”) believes that the granting of equity and cash compensation to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “Outside Directors”). This Outside Director Compen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36805 Box, Inc. (Exact name

Box Reports Fiscal First Quarter 2025 Financial Results Revenue of $265 Million, up 5% Year-Over-Year, up 8% in Constant Currency, Exceeds Guidance GAAP Operating Margin of 6.8% and Non-GAAP Operating Margin of 26.6%, Exceeds Guidance GAAP Net Income

Exhibit 99.1 Box Reports Fiscal First Quarter 2025 Financial Results Revenue of $265 Million, up 5% Year-Over-Year, up 8% in Constant Currency, Exceeds Guidance GAAP Operating Margin of 6.8% and Non-GAAP Operating Margin of 26.6%, Exceeds Guidance GAAP Net Income Per Share of $0.08 and Non-GAAP Net Income Per Share of $0.39, Exceeds Guidance Cash From Operations of $131 Million, Up 5% Year-Over-Ye

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) May 28, 2024 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Box Announces Appointment of Steve Murphy, CEO of Epicor Software, to its Board of Directors Murphy brings over 20 years of technology experience as former senior leader at Oracle and Sun Microsystems

Exhibit 99.1 Box Announces Appointment of Steve Murphy, CEO of Epicor Software, to its Board of Directors Murphy brings over 20 years of technology experience as former senior leader at Oracle and Sun Microsystems REDWOOD CITY, CA – May 16, 2024 – Box, Inc. (NYSE:BOX), the leading Content Cloud, today announced the appointment of Steve Murphy, Chief Executive Officer of Epicor Software Corporation

Current Report

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): May 14, 2024 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) (IR

BOX / Box, Inc. / MILLENNIUM MANAGEMENT LLC - SC13G Passive Investment

SC 13G 1 BOXSC13G.htm SC13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 BOX, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 10316T104 (CUSIP Number) MARCH 14, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designate th

Compensation Recovery Policy.

Exhibit 97.1 BOX, INC. COMPENSATION RECOVERY POLICY As adopted on September 20, 2023 Box, Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s Compensation Committee of the Board of Directors (the “Board”) has adopted this clawback policy called the Compensation Recovery Policy (the “Policy”). The Policy is intended to further the Company’s pa

Sixth Amendment to Office Lease between Box, Inc. and Redwood City Partners, LLC, dated as of November 21, 2023.

Exhibit 10.16 SIXTH AMENDMENT TO OFFICE LEASE This SIXTH AMENDMENT TO OFFICE LEASE (this “Sixth Amendment”), is made and entered into as of November 21, 2023, by and between REDWOOD CITY PARTNERS, LLC, a Delaware limited liability company (“Landlord”), and BOX, INC., a Delaware corporation (“Tenant”). R E C I T A L S: A. Landlord and Tenant entered into that certain Office Lease dated September 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36805 Box, Inc. (Exact

List of subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF BOX, INC. Name of Subsidiary Jurisdiction of Organization Box Intl Holdings Ltd United Kingdom Box Intl Technology Ltd United Kingdom Box.com (UK) Ltd United Kingdom Box Poland Sp. z o.o. Poland Box Deutschland GmbH Germany Box France SARL France KK Box Japan Japan Box Canada, Inc. Canada Box.com Australia Pty Ltd. Australia Secure Content Collaboration Sweden AB Swede

Box Reports Fiscal Fourth Quarter and Fiscal Year 2024 Financial Results Fourth Quarter Revenue of $263 Million and Fiscal 2024 Revenue of $1.04 Billion, In Line with Guidance Fourth Quarter GAAP Operating Margin of 8% and Non-GAAP Operating Margin o

Exhibit 99.1 Box Reports Fiscal Fourth Quarter and Fiscal Year 2024 Financial Results Fourth Quarter Revenue of $263 Million and Fiscal 2024 Revenue of $1.04 Billion, In Line with Guidance Fourth Quarter GAAP Operating Margin of 8% and Non-GAAP Operating Margin of 26.7%, Exceeds Guidance Fiscal 2024 GAAP Operating Margin of 5% and Non-GAAP Operating Margin of 24.7%, Exceeds Guidance Fourth Quarter

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) March 5, 2024 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) (IR

Amended and Restated Bylaws of Box, Inc., effective February 13, 2024.

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF BOX, INC. (effective as of February 13, 2024) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS’ MEETINGS 8 2.6 QUORUM 8 2.7 ADJOURNED MEETING

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): February 13, 2024 Box, Inc. (Exac

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): February 13, 2024 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

BOX / Box, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0463-boxincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Box, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 10316T104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36805 Box, Inc. (Exact na

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) December 5, 2023 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)

Box Reports Fiscal Third Quarter 2024 Financial Results Revenue of $262 Million, up 5% Year-Over-Year Cash From Operations of $72 Million, up 3% Year-Over-Year Free Cash Flow of $58 Million, up 6% Year-Over-Year

Exhibit 99.1 Box Reports Fiscal Third Quarter 2024 Financial Results Revenue of $262 Million, up 5% Year-Over-Year Cash From Operations of $72 Million, up 3% Year-Over-Year Free Cash Flow of $58 Million, up 6% Year-Over-Year REDWOOD CITY, Calif. – December 5, 2023 – Box, Inc. (NYSE:BOX), the leading Content Cloud, today announced preliminary financial results for the third quarter of fiscal year 2

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): November 1, 2023 Box, Inc. (Exact

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): November 1, 2023 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)

Offer Letter and Change in Control and Severance Agreement between the Registrant and Olivia Nottebohm.

EX-10.1 Exhibit 10.1 Box, Inc. Employment Offer Letter November 1, 2023 Dear Olivia, I am pleased to offer you a position with Box, Inc. (the “Company”) as Chief Operating Officer commencing on November 6, 2023, in our Redwood City Office. As Chief Operating Officer, you will report to Aaron Levie, Chief Executive Officer and Co-Founder of Box. You will receive an annual base salary of $360,000.00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36805 Box, Inc. (Exact name

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) August 29, 2023 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) (

Box Reports Fiscal Second Quarter 2024 Financial Results Revenue of $261 Million, up 6% Year-Over-Year GAAP Operating Margin of 4%, Non-GAAP Operating Margin of 25%, Both Exceeding Guidance Cash From Operations of $33 Million, up 15% Year-Over-Year F

Exhibit 99.1 Box Reports Fiscal Second Quarter 2024 Financial Results Revenue of $261 Million, up 6% Year-Over-Year GAAP Operating Margin of 4%, Non-GAAP Operating Margin of 25%, Both Exceeding Guidance Cash From Operations of $33 Million, up 15% Year-Over-Year Free Cash Flow of $21 Million, up 15% Year-Over-Year Expands Stock Repurchase Program by $100 Million REDWOOD CITY, Calif. – August 29, 20

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 30, 2023 Box, Inc. (Exact nam

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 30, 2023 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) (IR

Amended and Restated Credit Agreement, dated as of June 30, 2023, by and between Box, Inc. and Wells Fargo Bank, National Association.

EX-10.1 Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENT between BOX, INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION Date as of June 30, 2023 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 Section 1.01 Defined Terms 1 Section 1.02 Other Definitional Provisions 25 Section 1.03 Divisions 26 Section 1.04 Limited Condition Transactions 26 Section 1.05 Rates 27 Section 1.06 Discontinuance of USD LI

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 27, 2023 Box, Inc. (Exact na

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 27, 2023 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) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36805 Box, Inc. (Exact name

Box, Inc. Outside Director Compensation Policy, amended and restated on March 22, 2023.

Exhibit 10.1 BOX, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Box, Inc. (the “Company”) believes that the granting of equity and cash compensation to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “Outside Directors”). This Outside Director Compen

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) May 30, 2023 Box, Inc. (Exact name

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) May 30, 2023 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

Box Reports Strong Fiscal First Quarter 2024 Financial Results Revenue of $252 Million Exceeds Guidance GAAP Operating Margin of 3%, Non-GAAP Operating Margin of 23% Cash From Operations of $125 Million, up 16% Year-Over-Year Free Cash Flow of $108 M

Exhibit 99.1 Box Reports Strong Fiscal First Quarter 2024 Financial Results Revenue of $252 Million Exceeds Guidance GAAP Operating Margin of 3%, Non-GAAP Operating Margin of 23% Cash From Operations of $125 Million, up 16% Year-Over-Year Free Cash Flow of $108 Million, up 19% Year-Over-Year REDWOOD CITY, Calif. – May 30, 2023 – Box, Inc. (NYSE:BOX), the leading Content Cloud, today announced prel

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 15, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 15, 2022 Box, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-36805 20-2714444 (State or other Jurisdiction of Incorporation) (Commi

Box, Inc. Outside Director Compensation Policy, amended and restated on March 24, 2022.

Exhibit 10.7 BOX, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Box, Inc. (the “Company”) believes that the granting of equity and cash compensation to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “Outside Directors”). This Outside Director Compen

Filing Fee Table

EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Box, Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36805 Box, Inc. (Exact

Amended and Restated Certificate of Incorporation of Box, Inc., as amended.

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 o

As filed with the Securities and Exchange Commission on March 13, 2023

S-8 As filed with the Securities and Exchange Commission on March 13, 2023 Registration No.

Box Reports Strong Fourth Quarter and Fiscal Year 2023 Financial Results Fourth Quarter Revenue Growth of 10% Year-Over-Year, Full Year 2023 Revenue Growth of 13% Year-Over-Year Record Profitability with Fourth Quarter GAAP Operating Margin of 8% and

Exhibit 99.1 Box Reports Strong Fourth Quarter and Fiscal Year 2023 Financial Results Fourth Quarter Revenue Growth of 10% Year-Over-Year, Full Year 2023 Revenue Growth of 13% Year-Over-Year Record Profitability with Fourth Quarter GAAP Operating Margin of 8% and Non-GAAP Operating Margin of 26% Full Year 2023 GAAP Operating Margin of 4% and Non-GAAP Operating Margin of 23% REDWOOD CITY, Calif. –

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) March 1, 2023 Box, Inc. (Exact nam

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) March 1, 2023 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) (IR

BOX / Box Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Box Inc. Title of Class of Securities: Common Stock CUSIP Number: 10316T104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1

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): December 14, 2022 Box, Inc. (Exac

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): December 14, 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

Amended and Restated Bylaws of Box, Inc., effective December 14, 2022.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF BOX, INC. (effective as of December 14, 2022) TABLE OF CONTENTS Page ARTICLE I—CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II—MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS’ MEETINGS 9 2.6 QUORUM 9 2.7 ADJOURNED MEET

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36805 Box, Inc. (Exact na

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) November 30, 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)

Box Reports Strong Fiscal Third Quarter 2023 Financial Results Delivers First $1 Billion Revenue Run Rate Quarter

Exhibit 99.1 Box Reports Strong Fiscal Third Quarter 2023 Financial Results Delivers First $1 Billion Revenue Run Rate Quarter Record Operating Profitability on a GAAP and Non-GAAP Basis, with Operating Margins of 5% and 24%, Respectively New $150 Million Expansion of Stock Repurchase Program REDWOOD CITY, Calif. ? November 30, 2022 ? Box, Inc. (NYSE:BOX), the leading Content Cloud, today announce

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36805 Box, Inc. (Exact name

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) August 24, 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) (

Box Reports Strong Fiscal Second Quarter 2023 Financial Results Revenue Growth of 15% Year-Over-Year Operating Profitability on a GAAP and Non-GAAP Basis, with Margins of 1% and 22%, Respectively Raising GAAP and Non-GAAP EPS Guidance, Maintaining FY

Exhibit 99.1 Box Reports Strong Fiscal Second Quarter 2023 Financial Results Revenue Growth of 15% Year-Over-Year Operating Profitability on a GAAP and Non-GAAP Basis, with Margins of 1% and 22%, Respectively Raising GAAP and Non-GAAP EPS Guidance, Maintaining FY23 Revenue Guidance Despite Incremental FX Headwinds REDWOOD CITY, Calif. ? August 24, 2022 ? Box, Inc. (NYSE:BOX), the leading Content C

Box Announces Appointment of Amit Walia, CEO of Informatica, to Its Board of Directors

Exhibit 99.1 Box Announces Appointment of Amit Walia, CEO of Informatica, to Its Board of Directors Redwood City, CA ? August 18, 2022 ? Box, Inc. (NYSE:BOX) today announced the appointment of Amit Walia to its Board of Directors, effective immediately. Walia brings more than 25 years of deep industry expertise, including his operating roles as CEO of Informatica and President of Products and Mark

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 15, 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)

Submission of Matters to a Vote of Security Holders

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): July 14, 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) (I

Box Mourns the Passing of Board Member, Kimberly Hammonds

Exhibit 99.1 Box Mourns the Passing of Board Member, Kimberly Hammonds REDWOOD CITY, Calif., July 1, 2022 - Box, Inc. (NYSE:BOX) deeply regrets to announce the passing of Kimberly Hammonds, a member of the company?s board of directors. The Box community mourns the loss of Ms. Hammonds, an esteemed technology leader, visionary and friend, and will always be appreciative of her years of service and

Financial Statements and Exhibits, Other Events

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) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 14, 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) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Box, Inc. Outside Director Compensation Policy.

BOX, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Box, Inc. (the ?Company?) believes that the granting of equity and cash compensation to members of its Board of Directors (the ?Board,? and members of the Board, the ?Directors?) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the ?Outside Directors?). This Outside Director Compensation Policy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36805 Box, Inc. (Exact name

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

?UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ??Preliminary Proxy Statement ??Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ??Definitive Proxy Sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEF 14A 1 ny20003813x1def14a.htm DEF 14A TABLE OF CONTENTS   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission

Box Reports Strong Fiscal First Quarter 2023 Financial Results Revenue Growth of 18% Year-Over-Year GAAP Operating Margin of Breakeven, Non-GAAP Operating Margin of 21% Raises the Midpoint of Full Year Revenue Guidance and Raises Operating Margin and

Exhibit 99.1 Box Reports Strong Fiscal First Quarter 2023 Financial Results Revenue Growth of 18% Year-Over-Year GAAP Operating Margin of Breakeven, Non-GAAP Operating Margin of 21% Raises the Midpoint of Full Year Revenue Guidance and Raises Operating Margin and EPS Guidance REDWOOD CITY, Calif. ? May 25, 2022 ? Box, Inc. (NYSE:BOX), the leading Content Cloud, today announced preliminary financia

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) May 25, 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

As filed with the Securities and Exchange Commission on May 12, 2022

Table of Contents As filed with the Securities and Exchange Commission on May 12, 2022 Registration No.

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Table Form S-3 (Form Type) Box, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 3.0% Series A Convertib

Other Events, Shareholder Director Nominations

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): March 24, 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) (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 21, 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) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36805 Box, Inc. (Exact

As filed with the Securities and Exchange Commission on March 16, 2022

As filed with the Securities and Exchange Commission on March 16, 2022 Registration No.

Description of Capital Stock.

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of Box, Inc. (?us,? ?our,? ?we? or the ?Company?) is a summary of the rights of our Class A common stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws as currently in effect. This summary does not purport to be complete and is qualified in its en

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Box, Inc. (Exact name of registrant as specified in its charter) Table 1 ? Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, $0.0001 par v

List of subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF BOX, INC. Name of Subsidiary Jurisdiction of Organization Box Intl Holdings Ltd United Kingdom Box Intl Technology Ltd United Kingdom Box.com (UK) Ltd United Kingdom Box Poland Sp. z o.o. Poland Box Deutschland GmbH Germany Box France SARL France KK Box Japan Japan Box Canada, Inc. Canada Box.com Australia Pty Ltd. Australia Secure Content Collaboration Sweden AB Swede

Box Reports Strong Fourth Quarter and Fiscal 2022 Financial Results Fourth Consecutive Quarter of Accelerating Growth, with Revenue Growth of 17% Year-Over-Year Fourth Quarter GAAP Operating Margin of Breakeven, Non-GAAP Operating Margin of 21% Fisca

Exhibit 99.1 Box Reports Strong Fourth Quarter and Fiscal 2022 Financial Results Fourth Consecutive Quarter of Accelerating Growth, with Revenue Growth of 17% Year-Over-Year Fourth Quarter GAAP Operating Margin of Breakeven, Non-GAAP Operating Margin of 21% Fiscal 2022 Combined Revenue Growth + Free Cash Flow Margin of 33% REDWOOD CITY, Calif. ? March 2, 2022 ? Box, Inc. (NYSE:BOX), the leading Co

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) March 2, 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) (IR

BOX / Box Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Box Inc. Title of Class of Securities: Common Stock CUSIP Number: 10316T104 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13d-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36805 Box, Inc. (Exact na

Box, Inc. Outside Director Compensation Policy, amended and restated on September 29, 2021

Exhibit 10.2 BOX, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Box, Inc. (the ?Company?) believes that the granting of equity and cash compensation to members of its Board of Directors (the ?Board,? and members of the Board, the ?Directors?) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the ?Outside Directors?). This Outside Director Compen

Box, Inc. Amended and Restated 2015 Employee Stock Purchase Plan and related form agreements.

Exhibit 10.1 BOX, INC. 2015 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a Code Section 423 Component (?423 Component?) and a non-Code Section 423 Component (?Non-423 Componen

Box, Inc. Amended 2015 Equity Incentive Plan and related form agreements.

Exhibit 10.3 BOX, INC. 2015 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ? to attract and retain the best available personnel for positions of substantial responsibility, ? to provide additional incentive to Employees, Directors and Consultants, and ? to promote the success of the Company?s business. The Plan permits the grant of Incentive Stock Options, Nonstatuto

Box Reports Strong Fiscal Third Quarter 2022 Financial Results Third Consecutive Quarter of Accelerating Growth, with Revenue Growth of 14% Year-Over-Year Remaining Performance Obligations and Billings Year-Over-Year Growth of 25% Revenue and Non-GAA

EX-99.1 2 box-ex991.htm EX-99.1 Exhibit 99.1 Box Reports Strong Fiscal Third Quarter 2022 Financial Results Third Consecutive Quarter of Accelerating Growth, with Revenue Growth of 14% Year-Over-Year Remaining Performance Obligations and Billings Year-Over-Year Growth of 25% Revenue and Non-GAAP Operating Margin Guidance Raised for the Full Year of Fiscal 2022 New $200 Million Expansion of its Sto

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) November 30, 2021 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)

BOX / Box Inc / Starboard Value LP - AMENDMENT NO. 10 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 10)1 Box, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 10316T104 (CUSIP Number) JEFFREY C. SMITH STARBOARD

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Box, Inc., effective September 14, 2021.

BOX, INC. 8-K 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

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 9, 2021 Box, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36805 20-2714444 (State or other jurisdiction of incorporation) (Com

Financial Statements and Exhibits

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) September 9, 2021 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)

BOX / Box Inc / Starboard Value LP - AMENDMENT NO. 9 TO THE SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

Financial Statements and Exhibits, Other Events

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) September 9, 2021 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)

JOINT FILING AGREEMENT

Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Class A Common Stock, $0.0001 par value per share, of Box, Inc. This Joint Filing Agreeme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 box-defa14a090921.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use o

Stockholders Re-Elect All Box Director Nominees at 2021 Annual Meeting

Box, Inc. 8-K Exhibit 99.1 Stockholders Re-Elect All Box Director Nominees at 2021 Annual Meeting Redwood City, CA ? September 9, 2021 ? Box, Inc. (NYSE: BOX) (?Box?) today announced that, based on the preliminary vote count provided by its proxy solicitor following the company?s 2021 Annual Meeting of Stockholders (?Annual Meeting?), Box stockholders have decisively voted to re-elect all three of

BOX / Box Inc / Starboard Value LP - EXHIBIT 99.1: LETTER TO STOCKHOLDERS, DATED SEPTEMBER 9, 2021 Activist Investment

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 box-defa14a090721.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Financial Statements and Exhibits

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) September 5, 2021 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)

Amended and Restated Bylaws of Box, Inc., effective February 13, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No 001-36805) filed with the SEC on February 16, 2024).

Box, Inc. 8-K Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF BOX, INC. (effective as of September 5, 2021) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS? MEETINGS 5 2.6 QUORUM 6 2.7 ADJ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36805 Box, Inc. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 box-defa14a083021.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use o

EXHIBIT 1 - LETTER TO STOCKHOLDERS, DATED AUGUST 30, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 box-defa14a082721.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

DFAN14A 1 dfan14a0629726708302021.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 box-defa14a082721.htm ADDITIONAL DEFINITIVE PROXY MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 box-defa14a082521.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use o

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) August 25, 2021 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) (

Box Reports Strong Fiscal Second Quarter 2022 Financial Results Reiterates Previously Raised Revenue and Operating Profit Guidance for the Fiscal Year

Exhibit 99.1 Box Reports Strong Fiscal Second Quarter 2022 Financial Results Reiterates Previously Raised Revenue and Operating Profit Guidance for the Fiscal Year ? Revenue of $214.5 Million, Up 12% Year-Over-Year ? Remaining Performance Obligations of $922.4 Million, Up 27% Year-Over-Year ? GAAP Operating Margin of Negative 3%, Up 100 Basis Points Year-Over-Year ? Non-GAAP Operating Margin of 21

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 box-defa14a081721.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 box-defa14a081721.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

EXHIBIT 1 - LETTER TO STOCKHOLDERS, DATED AUGUST 16, 2021

A LETTER TO THE STOCKHOLDERS OF BOX, INC. August 16, 2021 Dear Fellow Stockholders, We are writing to you today about your investment in Box, Inc. (“Box” or the “Company”). Starboard Value LP (together with its affiliates, “Starboard” or “we”) has been an investor in Box for more than two years, and we are currently the Company’s second largest stockholder. As a long-term, actively engaged investo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 box-defa14a081621.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 box-defa14a081221.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use o

Box Announces Preliminary Fiscal Second Quarter 2022 Financial Results Preliminary Revenue, GAAP and Non-GAAP Operating Margin Results Exceed Previous Guidance Raises Revenue, GAAP and Non-GAAP Operating Margin Guidance for the Fiscal Year Repurchase

EX-99 2 Final-box-ex9916.htm EX-99.1 Exhibit 99.1 Box Announces Preliminary Fiscal Second Quarter 2022 Financial Results Preliminary Revenue, GAAP and Non-GAAP Operating Margin Results Exceed Previous Guidance Raises Revenue, GAAP and Non-GAAP Operating Margin Guidance for the Fiscal Year Repurchased $297 Million of Class A Common Stock Including Modified Dutch Auction Tender REDWOOD CITY, Calif.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) August 12, 2021 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) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 box-defa14a081121.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 box-defa14a080921.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

EXHIBIT 1: INVESTOR PRESENTATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Amendment No. 4 to Credit Agreement, dated as of July 26, 2021, by and between Box, Inc. and Wells Fargo Bank, National Association.

Exhibit 10.1 AMENDMENT NO. 4 TO CREDIT AGREEMENT This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this ?Amendment?), dated as of July 26, 2021, is entered into by and between BOX, INC., a Delaware corporation (the ?Borrower?), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the ?Lender?), with respect to the following: A. The Borrower and the Lender have previously entered into that certain Credit Agreement

Entry into a Material Definitive Agreement

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) July 26, 2021 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) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 box-defa14a072621.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

AMENDED AND RESTATED JOINT FILING AND SOLICITATION AGREEMENT

Exhibit 99.1 AMENDED AND RESTATED JOINT FILING AND SOLICITATION AGREEMENT WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Box, Inc., a Delaware corporation (the ?Company?); WHEREAS, Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (?Starboard V&O Fund?), Starboard Value and Opportunity S LLC, a Delaware limited liability company (?St

EXHIBIT 1 - LETTER TO STOCKHOLDERS, DATED JULY 20, 2021

BOX / Box Inc / Starboard Value LP - AMENDMENT NO. 8 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 8)1 Box, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 10316T104 (CUSIP Number) JEFFREY C. SMITH STARBOARD V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

DEFC14A 1 defc14a0629726707192021.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Prox

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 box-defa14a070621.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFC14A 1 box-defc14a071621.htm DEFINITIVE PROXY STATEMENT IN CONNECTION WITH CONTESTED SOLICITATIONS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ C

Box Files Preliminary Proxy Statement and Announces Additional Governance Enhancements Reiterates Commitment to Stockholder Value Creation; Outlines Significant Engagement with Starboard

EX-99.1 2 ex99-1.htm PRESS RELEASE Box, Inc. DEFA 14A Exhibit 99.1 Box Files Preliminary Proxy Statement and Announces Additional Governance Enhancements Reiterates Commitment to Stockholder Value Creation; Outlines Significant Engagement with Starboard REDWOOD CITY, Calif.—Box, Inc. (NYSE: BOX) today announced that it has filed its preliminary proxy materials with the Securities and Exchange Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Box Files Preliminary Proxy Statement and Announces Additional Governance Enhancements Reiterates Commitment to Stockholder Value Creation; Outlines Significant Engagement with Starboard

Box, Inc. 8-K Exhibit 99.1 Box Files Preliminary Proxy Statement and Announces Additional Governance Enhancements Reiterates Commitment to Stockholder Value Creation; Outlines Significant Engagement with Starboard REDWOOD CITY, Calif.?Box, Inc. (NYSE: BOX) today announced that it has filed its preliminary proxy materials with the Securities and Exchange Commission (?SEC?) in connection with its up

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

Box, Inc. DEFA 14A Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF BOX, INC. (effective as of July 5, 2021) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS? MEETINGS 6 2.6 QUORUM 6 2.7 ADJ

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

Box, Inc. 8-K Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF BOX, INC. (effective as of July 5, 2021) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS? MEETINGS 6 2.6 QUORUM 6 2.7 ADJOURNE

Financial Statements and Exhibits

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) July 6, 2021 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

Financial Statements and Exhibits

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) July 5, 2021 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

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION—JULY 6, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION?JULY 6, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 4) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Box, Inc. (Name of Subject Company (Issuer)) Box, Inc. (Names of

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 4) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Box, Inc. (Name of Subject Company (Issuer)) Box, Inc. (Names of Filing Persons (Issuer and Offeror)) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 10316T104 (CUSIP Number of Class

Box, Inc. Announces Final Results of Modified Dutch Auction Tender Offer

EX-99.(A)(5)(K) 2 d124217dex99a5k.htm EX-99.(A)(5)(K) Exhibit (a)(5)(K) Box, Inc. Announces Final Results of Modified Dutch Auction Tender Offer REDWOOD CITY, Calif., July 2, 2021 — (BUSINESS WIRE) — Box, Inc. (NYSE: BOX) (“Box”), the leading Content Cloud, today announced the final results of its “modified Dutch Auction” tender offer, which expired at 12:00 midnight, New York City time, at the en

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

PRRN14A 1 prrn14a0629726707012021.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 box-defa14a063021.htm SOLICITING MATERIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as per

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 3) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Box, Inc. (Name of Subject Company (Issuer)) Box, Inc. (Names of

SC TO-I/A 1 d70708dsctoia.htm SC TO-I/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 3) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Box, Inc. (Name of Subject Company (Issuer)) Box, Inc. (Names of Filing Persons (Issuer and Offeror)) Class A Common Stock, par value $0.0001 per share (Title of Class of Secu

Box, Inc. Announces Preliminary Results of Modified Dutch Auction Tender Offer

Exhibit (a)(5)(J) Box, Inc. Announces Preliminary Results of Modified Dutch Auction Tender Offer REDWOOD CITY, Calif., June 30, 2021 ? (BUSINESS WIRE) ? Box, Inc. (NYSE: BOX) (?Box?), the leading Content Cloud, today announced the preliminary results of its ?modified Dutch Auction? tender offer, which expired at 12:00 midnight, New York City time, at the end of the day on June 29, 2021. Based on t

Financial Statements and Exhibits, Other Events

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 18, 2021 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) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 2) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Box, Inc. (Name of Subject Company (Issuer)) Box, Inc. (Names of

SC TO-I/A 1 box-sctoia062121.htm AMENDMENT TO FORM SC TO-I SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 2) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Box, Inc. (Name of Subject Company (Issuer)) Box, Inc. (Names of Filing Persons (Issuer and Offeror)) Class A Common Stock, par value $0.0001 per share (Tit

Demand Response Letter, dated June 18, 2021.

EX-99.1 2 ex99-1.htm DEMAND RESPONSE LETTER Exhibit 99.1 DAVID J. BERGER [email protected] Direct dial: 650.320.4901 Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 o: 650.493.9300 f: 650.493.6811 June 18, 2021 By Email Steve Wolosky, Esquire Andrew Freedman, Esquire Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019

June 18, 2021

EX-99.1 2 ex99-1.htm DEMAND RESPONSE LETTER Box, Inc. 8-K Exhibit 99.1 DAVID J. BERGER [email protected] Direct dial: 650.320.4901 Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 o: 650.493.9300 f: 650.493.6811 June 18, 2021 By Email Steve Wolosky, Esquire Andrew Freedman, Esquire Olshan Frome Wolosky LLP 1325 Avenue of the Americas New

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

DFAN14A 1 e620732dfan14a-box.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Prel

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 box-defa14a061821.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use o

BOX / Box Inc / Starboard Value LP - AMENDMENT NO. 7 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da70629726706102021.htm AMENDMENT NO. 7 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 7)1 Box, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of

BOX / Box Inc / Starboard Value LP - EXHIBIT 99.1 - RESPONSE LETTER, DATED JUNE 10, 2021 Activist Investment

begin 644 ex991to13da706297267061021.pdf M)5!$1BTQ+C8-)>+CS],-"C,Q(# @;V)J#3P\+TQI;F5A7!E+UA2968O5ULQ(#,@,5T^/G-T6!"YRPQ(,J;= :N) )'>4B R;AY8 MY760;.I/(/EO+] F@.(PT*96YD#!9#B:$!6" 1\ M#$QK;P-I'C ;!"(8!!BTF/M0K!M#?L!H! M!J:GPB [@+@+B(49F#Y@ 9U0 "# #Y&"$>#0IE;F1S=')E86T-96YD;V)J M#3,R(# @;V)J#3P\+TUE=&%D871A(#$W(# @4B]086=E3&%B96QS(#(W(# @ M4B]086=E%LP(# @-C$R(#1QRC,[(=45'>59!7O3*BQ,A65!C4BA[&LTZ3(E

EXHIBIT 1 - AMENDMENT NO. 7 TO THE SCHEDULE 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 7) 1 Box, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 10316T104 (CUSIP Number) JEFFREY C. SMITH STARBOARD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

DFAN14A 1 dfan14a0629726706102021.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Box, Inc. (Name of Subject Company (Issuer)) Box, Inc. (Names of

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Box, Inc. (Name of Subject Company (Issuer)) Box, Inc. (Names of Filing Persons (Issuer and Offeror)) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 10316T104 (CUSIP Number of Class

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Box, Inc. (Name of Subject Company (Issuer)) Box, Inc. (Names of

SC TO-C 1 box-sctoi060421.htm AMENDED TENDER OFFER SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Box, Inc. (Name of Subject Company (Issuer)) Box, Inc. (Names of Filing Persons (Issuer and Offeror)) Class A Common Stock, par value $0.0001 per share (Title of Cl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36805 Box, Inc. (Exact name

June 3, 2021

EX-99.1 2 ex99-1.htm DEMAND RESPONSE LETTER Exhibit 99.1 Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 o: 650.493.9300 f: 650.493.6811 david j. berger [email protected] Direct dial: 650.320.4901 June 3, 2021 By Email Steve Wolosky, Esq. Andrew Freedman, Esq. Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 swolos

Financial Statements and Exhibits, Other Events

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 3, 2021 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

Box, Inc. Outside Director Compensation Policy, amended and restated on May 1, 2021

EX-10.6 3 box-ex10667.htm EX-10.6 Exhibit 10.6 BOX, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Box, Inc. (the “Company”) believes that the granting of equity and cash compensation to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “Outside Directo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Wells Fargo Bank National Association Limited Consent under Credit Agreement, dated April 7, 2021

EX-10.5 2 box-ex105277.htm EX-10.5 Exhibit 10.5 EXECUTION VERSION WELLS FARGO BANK, NATIONAL ASSOCIATION April 7, 2021 Box, Inc. 900 Jefferson Ave. Redwood City, CA 94063 Attention: Chief Financial Officer Re:Limited Consent. Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 27, 2017 (as amended by that certain Amendment No. 1 dated as of July 12, 2019,

June 3, 2021

EX-99.1 2 ex99-1.htm DEMAND RESPONSE LETTER Exhibit 99.1 Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 o: 650.493.9300 f: 650.493.6811 david j. berger [email protected] Direct dial: 650.320.4901 June 3, 2021 By Email Steve Wolosky, Esq. Andrew Freedman, Esq. Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 swolos

Offer to Purchase for Cash Box, Inc. Up to $500,000,000 in Value of Shares of its Class A Common Stock at a Purchase Price not less than $22.75 nor greater than $25.75 per Share

EX-99.(A)(1)(A) 2 d183655dex99a1a.htm EX-99.(A)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by Box, Inc. of Up to $500,000,000 in Value of Shares of its Class A Common Stock at a Purchase Price not less than $22.75 nor greater than $25.75 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON

Letter of Transmittal To Tender Shares of Class A Common Stock Pursuant to the Offer to Purchase dated June 2, 2021 Box, Inc. Up to $500,000,000 in Value of Shares of its Class A Common Stock at a Purchase Price not less than $22.75 nor greater than

EX-99.(A)(1)(B) 3 d183655dex99a1b.htm EX-99.(A)(1)(B) Exhibit (a)(1)(B) Letter of Transmittal To Tender Shares of Class A Common Stock Pursuant to the Offer to Purchase dated June 2, 2021 by Box, Inc. of Up to $500,000,000 in Value of Shares of its Class A Common Stock at a Purchase Price not less than $22.75 nor greater than $25.75 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL

Box, Inc. Announces Commencement of Modified Dutch Auction Tender Offer to Purchase Up to $500 Million of its Class A Common Stock

Exhibit (a)(5)(A) Box, Inc. Announces Commencement of Modified Dutch Auction Tender Offer to Purchase Up to $500 Million of its Class A Common Stock REDWOOD CITY, Calif., June 2, 2021 ? (BUSINESS WIRE) ? Box, Inc. (NYSE: BOX), the leading Content Cloud, today announced that it commenced a ?modified Dutch Auction? tender offer to purchase up to $500 million in value of shares of its issued and outs

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Class A common stock of Box, Inc. The Offer (as defined below) is made solely by the Offer to Purchase, dated June 2, 2021, and the related Letter of T

EX-99.(A)(1)(F) 7 d183655dex99a1f.htm EX-99.(A)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Class A common stock of Box, Inc. The Offer (as defined below) is made solely by the Offer to Purchase, dated June 2, 2021, and the related Letter of Transmittal, and any amendments or supplements thereto. The Offer is not being

Offer to Purchase for Cash Box, Inc. Up to $500,000,000 in Value of Shares of its Class A Common Stock at a Purchase Price not less than $22.75 nor greater than $25.75 per Share

Exhibit (a)(1)(E) Offer to Purchase for Cash by Box, Inc. of Up to $500,000,000 in Value of Shares of its Class A Common Stock at a Purchase Price not less than $22.75 nor greater than $25.75 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON JUNE 29, 2021, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND

BOX, INC. OUTSIDE DIRECTOR COMPENSATION POLICY

Exhibit (d)(8) BOX, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Box, Inc. (the ?Company?) believes that the granting of equity and cash compensation to members of its Board of Directors (the ?Board,? and members of the Board, the ?Directors?) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the ?Outside Directors?). This Outside Director Comp

NOTICE OF GUARANTEED DELIVERY (Not to be used for Signature Guarantee) Tender of Shares of Class A Common Stock Box, Inc.

Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY (Not to be used for Signature Guarantee) for Tender of Shares of Class A Common Stock of Box, Inc.

Offer to Purchase for Cash Box, Inc. Up to $500,000,000 in Value of Shares of its Class A Common Stock at a Purchase Price not less than $22.75 nor greater than $25.75 per Share

EX-99.(A)(1)(D) 5 d183655dex99a1d.htm EX-99.(A)(1)(D) Exhibit (a)(1)(D) Offer to Purchase for Cash by Box, Inc. of Up to $500,000,000 in Value of Shares of its Class A Common Stock at a Purchase Price not less than $22.75 nor greater than $25.75 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON JUNE 29, 2021, UNL

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Box, Inc. (Name of Subject Company (Issuer)) Box, Inc. (Names of Filing Persons (Is

SC TO-I 1 d183655dsctoi.htm SC TO-I SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Box, Inc. (Name of Subject Company (Issuer)) Box, Inc. (Names of Filing Persons (Issuer and Offeror)) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 10316T104 (CUS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2021 OR ☐ TRANSITION RE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number

Excerpts from First Quarter Fiscal 2022 Earnings Call, dated May 27, 2021.

EX-99.1 2 ex99-1.htm EXCERPTS FROM FIRST QUARTER FISCAL 2022 EARNINGS CALL, DATED MAY 27, 2021 Box, Inc. SC TO-C Exhibit 99.1 On May 27, 2021, Box, Inc. (NYSE: BOX) (“we” or the “Company”) held a webcast and conference call in connection with the Company’s announcement of its earnings for the first quarter of its fiscal 2022. The following excerpts are from the transcript for the webcast and confe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 box-defa14a052721.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use o

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Box, Inc. (Name of Subject Company (Issuer)) Box, Inc. (Names of Filing Persons (Is

SC TO-C 1 box-sctoc052721.htm SC TO-C SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Box, Inc. (Name of Subject Company (Issuer)) Box, Inc. (Names of Filing Persons (Issuer and Offeror)) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 10316T104 (C

Press release issued by Box, Inc., dated May 27, 2021, regarding the Company's financial results for the quarter ended April 30, 2021

EX-99.1 2 box-ex9916.htm EX-99.1 Exhibit 99.1 Box Reports Strong Fiscal First Quarter 2022 Financial Results Raises Revenue Guidance and Non-GAAP Operating Profit Expectations for the Fiscal Year • Revenue of $202.4 Million, Up 10% Year-Over-Year • Remaining Performance Obligations of $864.8 Million, Up 20% Year-Over-Year • GAAP Operating Margin of Negative 5%, An Improvement of 8 Percentage Point

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) May 27, 2021 Box, Inc. (Exact name

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) May 27, 2021 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

Box Reports Strong Fiscal First Quarter 2022 Financial Results Raises Revenue Guidance and Non-GAAP Operating Profit Expectations for the Fiscal Year

Exhibit 99.1 Box Reports Strong Fiscal First Quarter 2022 Financial Results Raises Revenue Guidance and Non-GAAP Operating Profit Expectations for the Fiscal Year • Revenue of $202.4 Million, Up 10% Year-Over-Year • Remaining Performance Obligations of $864.8 Million, Up 20% Year-Over-Year • GAAP Operating Margin of Negative 5%, An Improvement of 8 Percentage Points Year-Over-Year • Non-GAAP Opera

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) May 27, 2021 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 6)1 B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 6)1 Box, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 10316T104 (CUSIP Number) JEFFREY C. SMITH STARBOARD V

EXHIBIT 99.1 - BOOKS AND RECORDS REQUEST, DATED MAY 20, 2021

5833445-2 May 20, 2021 BY OVERNIGHT DELIVERY AND E-MAIL Box, Inc. 900 Jefferson Ave. Redwood City, California 94063 Attn: David Leeb Chief Legal Officer and Corporate Secretary Re: Demand for Inspection of Books and Records of Box, Inc. Pursuant to 8 Del. C. § 220 Dear Mr. Leeb: Starboard Value LP (“Starboard”) is a beneficial owner of approximately 8.0% of the outstanding shares of common stock o

EX 1 - AMENDMENT NO. 6 TO THE SCHEDULE 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 6) 1 Box, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 10316T104 (CUSIP Number) JEFFREY C. SMITH STARBOARD

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): May 12, 2021 Box, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-36805 20-2714444 (State or Jurisdiction of Incorporation) (Commission File Number) (IRS Empl

Joinder Agreement, dated May 12, 2021, by and among the Company, Powell Investors III L.P., a Cayman Islands exempted limited partnership, KKR-Milton Credit Holdings L.P., a Cayman Islands exempted limited partnership, KKR-NYC Credit C L.P., a Delaware limited partnership, Tailored Opportunistic Credit Fund, an Australian trust and CPS Holdings (US) L.P., a Delaware limited partnership, and ALOHA European Credit Fund, L.P., Centerbridge Credit Partners Master, L.P., Centerbridge Special Credit Partners III-Flex, L.P., Future Fund Board of Guardians, Illinois State Board of Investment, Indiana Public Retirement System, Kennedy Lewis Capital Partners Master Fund II L.P., OHA AD Customized Credit Fund (International), L.P., OHA Artesian Customized Credit Fund I, L.P., OHA BCSS SSD II, L.P., OHA Black Bear Fund, L.P., OHA Centre Street Partnership, L.P., OHA Credit Solutions Master Fund II SPV, L.P., OHA Delaware Customized Credit Fund Holdings, L.P., OHA Delaware Customized Credit Fund-F, L.P., OHA Dynamic Credit ORCA Fund, L.P., OHA Enhanced Credit Strategies Master Fund, L.P., OHA KC Customized Credit Master Fund, L.P., OHA MPS SSD II, L.P., OHA SA Customized Credit Fund, L.P., OHA Strategic Credit Master

EX-10.2 4 d504456dex102.htm EX-10.2 Exhibit 10.2 JOINDER AGREEMENT This JOINDER AGREEMENT (this “Joinder”) is entered into as of May 12, 2021 by and among the parties listed on the signature page hereto under the heading “Joining Party” (each, a “Joining Party”), Box, Inc. (the “Company”) and Powell Investors III L.P., KKR-Milton Credit Holdings L.P., KKR-NYC Credit C L.P., Tailored Opportunistic

Certificate of Designations Designating the Series A Convertible Preferred Stock.

EX-3.1 2 d504456dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.0001, OF BOX, INC. Pursuant to Section 151 of the Delaware General Corporation Law (as amended, supplemented or restated from time to time, the “DGCL”), BOX, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance w

Box Announces Closing of Strategic Investment Led by KKR

EX-99.1 6 d504456dex991.htm EX-99.1 Exhibit 99.1 Box Announces Closing of Strategic Investment Led by KKR REDWOOD CITY, Calif. – May 12, 2021 – Box, Inc. (NYSE: BOX), a leading Content Cloud, today announced that it has closed the previously announced $500 million investment led by KKR. In connection with the closing of the investment, John Park, Head of Americas Technology Private Equity at KKR,

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): May 12, 2021 Box, Inc. (Exact nam

SC TO-C 1 d504456dsctoc.htm SC TO-C 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): May 12, 2021 Box, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-36805 20-2714444 (State or Jurisdiction of Incorporation

Registration Rights Agreement, dated May 12, 2021, by and among the Company and ALOHA European Credit Fund, L.P., Centerbridge Credit Partners Master, L.P., Centerbridge Special Credit Partners III-Flex, L.P., CPS Holdings (US) L.P., Future Fund Board of Guardians, Illinois State Board of Investment, Indiana Public Retirement System, Kennedy Lewis Capital Partners Master Fund II L.P., KKR-Milton Credit Holdings L.P., KKR-NYC Credit C L.P., OHA AD Customized Credit Fund (International), L.P., OHA Artesian Customized Credit Fund I, L.P., OHA BCSS SSD II, L.P., OHA Black Bear Fund, L.P., OHA Centre Street Partnership, L.P., OHA Credit Solutions Master Fund II SPV, L.P., OHA Delaware Customized Credit Fund Holdings, L.P., OHA Delaware Customized Credit Fund-F, L.P., OHA Dynamic Credit ORCA Fund, L.P., OHA Enhanced Credit Strategies Master Fund, L.P., OHA KC Customized Credit Master Fund, L.P., OHA MPS SSD II, L.P., OHA SA Customized Credit Fund, L.P., OHA Strategic Credit Master Fund II, L.P., OHA Structured Products Master Fund D, L.P., OHA Tactical Investment Master Fund, L.P., OHAT Credit Fund, L.P., Powell Investors III L.P., Tailored Opportunistic Credit Fund, The Coca-Cola Company Master Retirement Trust.

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of May 12, 2021 (the ?Agreement?), by and among Box, Inc., a Delaware corporation (the ?Company?) and the persons listed on the signature pages hereto. The parties signatory hereto other than the Company and any other party that may become a party hereto pursuant to Section 9(c) are referred to collectively as the ?

Waiver of Investment Agreement, dated May 13, 2021, by the Company

Exhibit 10.3 WAIVER TO INVESTMENT AGREEMENT THIS WAIVER (this ?Waiver?) is made and entered into as of May 13, 2021 with respect to that certain Investment Agreement dated as of April 7, 2021 (the ?Investment Agreement?), made and entered into by and among Box, Inc., a Delaware corporation (the ?Company?), Powell Investors III L.P., a Cayman Islands exempted limited partnership, KKR-Milton Credit

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Box, Inc. (Name of Subject Company (Issuer)) Box, Inc. (Names of Filing Persons (Is

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Box, Inc. (Name of Subject Company (Issuer)) Box, Inc. (Names of Filing Persons (Issuer and Offeror)) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 10316T104 (CUSIP Number of Class of Securities) Aa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide