Business Context and Reporting Period
This Form 8-K filing by Box, Inc. (Box) reports a corporate governance event dated October 18, 2018. The company is incorporated in Delaware and maintains its principal executive offices in Redwood City, California.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on the appointment of a new director and contains no financial performance data.
Material Changes
The material change reported is the appointment of Kimberly Hammonds to the Board of Directors. She was appointed as a Class II director, with a term expiring at the 2019 annual meeting of stockholders. Additionally, she was appointed to serve on the Audit Committee.
Management Commentary and Risks
Ms. Hammonds brings significant experience from Deutsche Bank AG (Group Chief Operating Officer) and The Boeing Company (Chief Information Officer). She currently serves on the boards of Cloudera, Inc., Tenable Holdings, Inc., Red Hat, Inc., and Zoom Video Communications, Inc. She will receive standard compensation for non-employee directors and will enter into the company's standard director indemnification agreement. The filing states there are no arrangements or understandings regarding her selection and no material interests in transactions requiring disclosure under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the effective date of Ms. Hammonds' board membership and Audit Committee assignment.
- Review the 2018 Proxy Statement for details on the Outside Director Compensation Policy applicable to Ms. Hammonds.
- Confirm the expiration date of her Class II director term (2019 annual meeting).
- Check for any potential conflicts of interest given her board seats at Cloudera, Tenable, Red Hat, and Zoom.