08/05/2022 | Press release | Distributed by Public on 08/05/2022 06:01
TABLE OF CONTENTS
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Boxed, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check all boxes that apply):
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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1.
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Election of the two (2) nominees named in the enclosed proxy statement to the Company's Board of Directors.
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2.
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The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2022 fiscal year.
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3.
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Transaction of such other business that may properly come before the Annual Meeting and any adjournment or postponement thereof.
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Date and Time:
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9:30 a.m., Eastern Daylight Time, on September 15, 2022
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Location:
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Virtually at www.virtualshareholdermeeting.com/BOXD2022
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Admission:
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To attend the annual meeting, visit www.virtualshareholdermeeting.com/BOXD2022.
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You will need the 16-digit control number included in your Notice of Internet Availability of the Proxy Materials, on your proxy or voting instruction card or any additional instructions accompanying these proxy materials.
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Items of Business:
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Proposal No. 1: To elect two (2) Class I director nominees listed in this proxy statement to the Board of Directors, each to serve a three year term expiring at the 2025 annual meeting of stockholders and until such director's successor is duly elected and qualified.
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Proposal No. 2: To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2022 fiscal year.
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To transact any other business as may properly come before the meeting or any adjournments or postponements thereof.
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Record Date:
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Only stockholders of record at the close of business on July 22, 2022 are entitled to vote at the annual meeting and at any adjournments or postponements thereof.
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Voting:
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YOUR VOTE IS VERY IMPORTANT TO US. PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE AFTER RECEIPT, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. Most stockholders have a choice of voting over the Internet, by telephone, or by using a traditional proxy card in advance of the meeting. Detailed instructions on how to vote on the Internet or by telephone may be found in the attached proxy statement on page 38. If you received printed proxy materials and choose to vote by mail, you may use the postage-paid, pre-addressed envelope provided in the materials.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE BOXED, INC. 2022 ANNUAL MEETING TO BE HELD ON SEPTEMBER 15, 2022
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ii
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NOTE REGARDING RECENTLY COMPLETED BUSINESS COMBINATION
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1
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PROXY STATEMENT SUMMARY
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2
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BOARD OF DIRECTORS, BOARD STRUCTURE, CORPORATE GOVERNANCE AND DIRECTOR INDEPENDENCE
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5
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PROPOSAL NO. 1: ELECTION OF DIRECTORS
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11
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DIRECTOR COMPENSATION
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16
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BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK
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17
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EXECUTIVE OFFICERS
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19
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EXECUTIVE COMPENSATION
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21
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EQUITY COMPENSATION PLAN INFORMATION
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27
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PROPOSAL NO. 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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28
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REPORT OF THE AUDIT COMMITTEE
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29
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AUDIT MATTERS
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30
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POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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32
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RELATED PERSON TRANSACTIONS
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33
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ADDITIONAL INFORMATION
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36
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INFORMATION ABOUT THE SOLICITATION AND VOTING
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37
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Date and Time:
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9:30 a.m., Eastern Daylight Time, on September 15, 2022
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Location:
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www.virtualshareholdermeeting.com/BOXD2022
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Record Date:
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Stockholders of record as of the close of business on July 22, 2022 are entitled to vote. Each share of common stock ("common stock") is entitled to one vote for each director nominee and for each of the other proposals to be voted on at the Annual Meeting. On the record date, the Company had 72,494,532 shares of common stock issued and outstanding.
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NYSE Symbol:
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BOXD
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Registrar and Transfer Agent:
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Continental Stock Transfer & Trust Company
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Proposals:
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1.
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Election of the two (2) Class I nominees to the Board of Directors.
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2.
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Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2022 fiscal year.
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3.
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Such other business as may properly come before the meeting or any continuation, postponement or adjournment thereof.
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Name
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Age
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Director
Since
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Independent
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Primary Occupation
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Committee
Membership**
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Andrew C. Pearson
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50
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2021
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Yes
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Former Chief Financial Officer of Seven Oaks Acquisition Corp.
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AC
CC
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Harshul Sanghi
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59
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2021
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Yes
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Former Global Head of American Express Ventures
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AC
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Name
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Age
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Director
Since
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Independent
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Primary Occupation
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Committee
Membership**
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Chieh Huang
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40
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2021
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No
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Chief Executive Officer, President, and Director of Boxed, Inc.
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Gary S. Matthews
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64
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2020
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Yes
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Managing Partner at Tamarix Capital Partners
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NCGC* (Chair)
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David Liu
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57
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2021
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Yes
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Former Chief Executive Officer, President, and Chairman of the Board of Directors for XO Group, Inc.
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CC (Chair) NCGC
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Emerson S. Moore II
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50
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2021
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Yes
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Chief People Officer and Executive Vice President of BSE Global
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CC
NCGC
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Tsukasa Ojima
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58
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2022
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No
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Executive Officer, Head of Business Development and Branding, of AEON Co., Ltd.
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Eileen Serra
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67
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2020
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Yes
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Member of the Board of Directors of Capital One Financial and Gartner, Inc., and Trustee of Family Promise
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AC (Chair)
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*
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Chairman of the Board
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**
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AC = Audit Committee
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•
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Separate Chairman and Chief Executive Officer: We believe that the most effective leadership structure at the present time is to have separate Chairman and Chief Executive Officer positions. This structure allows our Chief Executive Officer to focus his time and energy on operating and managing the Company, while enhancing the Board's ability to exercise independent oversight of management on behalf of its stockholders and allowing our Chairman to devote his time and attention to Board oversight.
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•
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Board Independence: Six of our eight continuing directors, including our director nominees, are independent, as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE. Our Audit Committee, Compensation Committee and Nominating and Governance Committees are each composed entirely of independent directors.
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•
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Regular Executive Sessions: Our non-management directors meet regularly without management present in conjunction with the Board meetings.
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No Stockholder Rights ("Poison Pill") Plan: We do not have a stockholder rights plan or poison pill.
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Board Diversity: Our Board is committed to diversity of its membership, including with respect to gender, age, race and ethnicity, experience and skills. One-half of our continuing directors and director nominees identifies as ethnically diverse.
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Anti-Hedging and Pledging Policies: Our directors and executive officers are prohibited from hedging or pledging Company stock.
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Active Board Oversight of Risk Management: The Board, as a whole and at the committee level, has oversight responsibility relating to risks that could affect the corporate strategy, business objectives, compliance, operations and the financial condition and performance of the Company.
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Annual Board and Committee Evaluations: Based on an evaluation process recommended by our Nominating, Corporate Governance Committee pursuant to its authority set forth in its charter, the Board will conduct an annual self-evaluation in order to determine whether the Board and its committees are functioning effectively.
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appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;
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•
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discussing with our independent registered public accounting firm their independence from management;
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reviewing with our independent registered public accounting firm the scope and results of their audit;
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pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;
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overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;
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reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements;
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•
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discussing our policies with respect to risk assessment and risk management;
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discussing with management and our independent registered public accounting firm our Code of Business Conduct and Ethics and the procedures in place to enforce the Code of Business Conduct and Ethics; and
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establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.
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reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the performance of our Chief Executive Officer in light of these goals and objectives and setting or making recommendations to the Board regarding the compensation of our Chief Executive Officer;
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reviewing and setting or making recommendations to the Board regarding the compensation and evaluation of our other executive officers;
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making recommendations to the Board regarding the compensation of our directors;
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reviewing and approving or making recommendations to the Board regarding our incentive compensation and equity-based plans and arrangements; and
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appointing and overseeing any compensation consultants.
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identifying individuals qualified to become members of the Board, consistent with criteria approved by the Board;
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recommending to the Board the nominees for election to the Board at annual meetings of Boxed stockholders;
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reviewing the policies, objectives and practices with respect to our environmental, social and governance strategy, corporate responsibility and sustainability;
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overseeing an evaluation of the Board and its committees; and
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developing and recommending to the Board a set of corporate governance guidelines.
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Document
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Purpose/Application
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Code of Business Conduct and Ethics
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Applies to all of the Company's directors, officers, and other employees.
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Corporate Governance Guidelines
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Contains general principles regarding the functions of the Board and its committees.
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Committee Charters
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Apply to the following Board committees, as applicable: Audit Committee; Compensation Committee; and Nominating and Corporate Governance Committee.
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•
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each person who is the beneficial owner of more than 5% of the outstanding shares of our common stock;
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•
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each of our named executive officers and directors; and
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•
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all of our executive officers and directors as a group
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Name and Address of Beneficial Owner(1)
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Number of Shares
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% of Ownership
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5% Holders
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Entities affiliated with Atalaya Capital Management LP(2)
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6,164,370
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8.5%
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PepsiCo, Inc.(3)
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4,586,075
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6.3%
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Entities affiliated with Hamilton Lane(4)
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4,165,556
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5.7%
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AEON Co., Ltd.(5)
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3,629,583
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5.0%
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Directors and Named Executive Officers
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Chieh Huang(6)
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2,475,233
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3.4%
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David Liu
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20,000
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*
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Gary S. Matthews(7)
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1,828,321
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2.5%
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Emerson S. Moore II
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-
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-%
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Tsukasa Ojima
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-
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-%
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Andrew C. Pearson(8)
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823,089
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1.1%
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Harshul Sanghi
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-
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-%
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Eileen M. Serra(9)
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39,382
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*
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Alison Weick(10)
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132,180
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*
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Jared Yaman(11)
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1,783,357
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2.5%
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Mark Zimowski(12)
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151,214
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*
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All directors and executive officers as a group (14 individuals)
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7,252,776
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10.0%
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*
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Less than one percent
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(1)
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Unless otherwise noted, the business address of each of those listed in the table above is 451 Broadway, New York, New York 10013.
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(2)
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Based on information included in a Schedule 13D filed on December 15, 2021 by ACM ARRT VII D LLC, Atalaya Special Purpose Investment Fund LP and Atalaya Capital Management LP. The address of each of the entities listed above is One Rockefeller Plaza, 32nd Floor, New York, NY 10020.
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(3)
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Based on information included in a Schedule 13G filed on December 17, 2021 by PepsiCo, Inc. The address of the entity listed above is 700 Anderson Hill Road, Purchase, New York 10577.
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(4)
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Based on information included in a Schedule 13D filed on December 20, 2021 by HLSF V Holdings LP, Hamilton Lane Secondary Fund V GP LLC, HL Private Assets Holdings LP, HL GPA GP LLC and Hamilton Lane Advisors, L.L.C. The address of the entities listed above is 110 Washington St., Suite 1300, Conshohocken, Pennsylvania 19428.
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(5)
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Based on information included in a Schedule 13D filed on February 18, 2022 by AEON Co., Ltd. The address of the entity listed above is 5-1, 1-Chome, Nakase, Mihama-ku, Chiba-shi, Chiba, 261-8515.
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(6)
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Consists of (i) 2,312,481 shares of common stock held of record by Mr. Huang and (ii) 162,752 shares of common stock issuable upon exercise of options exercisable as of or within 60 days of July 22, 2022.
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(7)
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Consists of (i) 1,416,321 shares of common stock held of record by Mr. Matthews, (ii) 330,000 shares of common stock issuable upon exercise of warrants exercisable as of or within 60 days of July 22, 2022 and (iii) 82,000 shares of common stock held of record by Seven Oaks Sponsor LLC (the "Sponsor"). Each of Mr. Matthews and Mark Hauser is a member and the manager of the Sponsor and
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(8)
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Consists of (i) 565,589 shares of common stock held of record by Mr. Pearson, (ii) 257,500 shares of common stock issuable upon exercise of warrants exercisable as of or within 60 days of July 22, 2022. Of the shares of common stock held by Mr. Pearson, 121,005 shares of common stock are outstanding but remain subject to performance vesting terms. The address of Mr. Pearson is 445 Park Avenue, 17th Floor, New York, NY 10022.
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(9)
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Consists of 39,382 shares of common stock held of record by Ms. Serra. Of the shares of common stock held by Ms. Serra, 12,046 shares of common stock are outstanding but remain subject to performance vesting terms.
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(10)
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Consists of 132,180 shares of common stock issuable upon exercise of options exercisable as of or within 60 days of July 22, 2022.
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(11)
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Consists of (i) 1,608,980 shares of common stock held of record by Mr. Yaman and (ii) 174,377 shares of common stock issuable upon exercise of options exercisable as of or within 60 days of July 22, 2022.
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(12)
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Consists of 151,214 shares of common stock issuable upon exercise of options exercisable as of or within 60 days of July 22, 2022.
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Name
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Age
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Position
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Chieh Huang(1)
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40
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Chief Executive Officer, President, and Director
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Mark Zimowski
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32
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Chief Financial Officer and Treasurer
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David Miller
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49
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Chief Technology Officer
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Alison Weick
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47
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President, E-Commerce
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Jared Yaman
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41
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Chief Operating Officer
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Veracelle Vega
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51
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Chief People Officer
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Jung Choi
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41
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General Counsel and Secretary
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(1)
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Mr. Huang is also a director of the Company and his biographical information appears under "Proposal No. 1: Election of Directors."
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Name and Principal Position
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Year
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Salary
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Stock
Awards ($)(1)
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Option
Awards ($)(1)
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Total ($)
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Chieh Huang
Chief Executive Officer
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2021
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297,549
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8,071,250
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-
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8,368,799
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2020
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316,750
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-
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-
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316,750
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Alison Weick
President, E-Commerce
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2021
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283,832
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3,781,490
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-
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4,065,322
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2020
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219,935
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343,780
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563,715
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Mark Zimowski
Chief Financial Officer
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2021
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250,396
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-
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444,512
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694,908
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(1)
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Amounts reflect the full grant-date fair value of stock options and other awards computed in accordance with ASC 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of such equity awards granted to executive officers in Note 14 to our audited Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 15, 2022. Amounts include the full-grant date fair value of time-based and price-target restricted stock units ("RSUs") granted to Mr. Huang and Ms. Weick, respectively. These awards were not issued until March 16, 2022, following the effectiveness of our registration statement on Form S-8, but they are reflected in the Summary Compensation Table above given that the "grant date" for purposes of ASC 718 occurred in 2021.
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•
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medical, dental and vision benefits;
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•
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health savings account and flexible spending accounts;
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•
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short-term and long-term disability insurance;
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•
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life insurance;
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•
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commuter benefits; and
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•
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an employee life-event based assistance program.
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Option Awards
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Stock Awards
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Name
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
| |
Option
Exercise
Price ($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
|
| |
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(14)
|
| |
Equity
Incentive
Awards:
Number of
Unearned
Shares That
Have Not
Vested (#)
|
| |
Equity
Incentive
Awards:
Number of
Unearned
Shares That
Have Not
Vested ($)(14)
|
Chieh Huang
|
| |
131,586(1)
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| |
34,628
|
| |
3.37
|
| |
8/7/2029
|
| | | | | | | | ||||
|
-
|
| |
-
|
| |
-
|
| |
-
|
| |
300,000(10)
|
| |
4,110,000
|
| |
150,000(11)
|
| |
2,055,000
|
||
Alison Weick
|
| |
18,203(2)
|
| |
19,788
|
| |
3.00
|
| |
7/28/2030
|
| | | | | | | | ||||
|
71,235(3)
|
| |
118,725
|
| |
3.20
|
| |
7/28/2030
|
| | | | | | | | ||||||
|
-
|
| |
-
|
| |
-
|
| | | |
210,000(12)
|
| |
2,877,000
|
| |
42,500(13)
|
| |
582,250
|
|||
Mark Zimowski
|
| |
23,745(4)
|
| |
-
|
| |
2.46
|
| |
10/26/2026
|
| | | | | | | | ||||
|
4,749(5)
|
| |
-
|
| |
3.21
|
| |
11/8/2027
|
| | | | | | | | ||||||
|
6,232(6)
|
| |
890
|
| |
3.34
|
| |
8/15/2028
|
| | | | | | | | ||||||
|
10,981(7)
|
| |
3,265
|
| |
3.34
|
| |
11/7/2028
|
| | | | | | | | ||||||
|
5,045(8)
|
| |
9,201
|
| |
3.16
|
| |
7/28/2030
|
| | | | | | | | ||||||
|
-(9)
|
| |
94,523
|
| |
1.57
|
| |
3/15/2023
|
| | | | | | | |
(1)
|
The option vests over a four-year period, with 25% of the shares vesting following completion of one year of service beginning on October 1, 2018, and 1/48th of the shares vesting upon the completion of each continuous month of service thereafter, subject to continued service through each vesting date.
|
(2)
|
The option vests over a four-year period, with 25% of the shares vesting following completion of one year of service beginning on June 1, 2020, and 1/48th of the shares vesting upon the completion of each continuous month of service thereafter, subject to continued service through each vesting date.
|
(3)
|
The option vests over a four-year period, with 25% of the shares vesting following completion of one year of service beginning on January 13, 2020, and 1/48th of the shares vesting upon the completion of each continuous month of service thereafter, subject to continued service through each vesting date.
|
(4)
|
The option vested over a four-year period, with 25% of the shares vested following completion of one year of service beginning on October 3, 2016 and 1/48th of the shares vested upon the completion of each continuous month of service thereafter, subject to continued service through each vesting date.
|
(5)
|
The option vested over a four-year period, with 25% of the shares vested following completion of one year of service beginning on June 1, 2017 and 1/48th of the shares vested upon the completion of each continuous month of service thereafter, subject to continued service through each vesting date.
|
(6)
|
The option vested over a four-year period, with 25% of the shares vested following completion of one year of service beginning on June 1, 2018 and 1/48th of the shares vested upon the completion of each continuous month of service thereafter, subject to continued service through each vesting date.
|
(7)
|
The option vests over a four-year period, with 25% of the shares vesting following completion of one year of service beginning on November 1, 2018 and 1/48th of the shares vesting upon the completion of each continuous month of service thereafter, subject to continued service through each vesting date.
|
(8)
|
The option vests over a four-year period, with 25% of the shares vesting following completion of one year of service beginning on June 27, 2020 and 1/48th of the shares vesting upon the completion of each continuous month of service thereafter, subject to continued service through each vesting date.
|
(9)
|
The option vests over a 6-month period, with 50% of the shares vesting following completion of three months of service beginning on October 9, 2021 and 1/6th of the shares vesting upon the completion of each continuous month of service thereafter, subject to continued service through each vesting date.
|
(10)
|
This includes 300,000 time-based RSUs that vest annually over the course of a three-year LTIP period, subject to completion of continuous service through each anniversary date. Such RSUs were not granted by the Company until effectiveness of our registration statement on Form S-8, but they are reflected in the table above given that the "grant date" for the purposes of ASC 718 occurred in 2021.
|
(11)
|
This represents price-target RSUs, which vest over a derived service period based on certain stock price hurdles, subject to continued service through such period, assuming an achievement of threshold performance. 600,000 is the number of shares that will be awarded if maximum performance is achieved. See "Executive Compensation Arrangements - Chieh Huang" for further details on such award. Such RSUs were not granted by the Company until effectiveness of our registration statement on Form S-8, but they are reflected in the table above given that the "grant date" for the purposes of ASC 718 occurred in 2021.
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(12)
|
This includes 210,000 time-based RSUs that vest annually over the course of a three-year LTIP period, subject to completion of continuous service through each anniversary date. Such RSUs were not granted by the Company until effectiveness of our registration statement on Form S-8 on March 15, 2022, but they are reflected in the table above given that the "grant date" for the purposes of ASC 718 occurred in 2021.
|
(13)
|
This represents price-target RSUs, which vest over a derived service period based on certain stock price hurdles, subject to continued service through such period, assuming an achievement of threshold performance. 170,000 is the number of shares that will be awarded if maximum performance is achieved. See "Executive Compensation Arrangements - Alison Weick" for further details on such award. Such RSUs were not granted by the Company until effectiveness of our registration statement on Form S-8 on March 15, 2022, but they are reflected in the table above given that the "grant date" for the purposes of ASC 718 occurred in 2021.
|
(14)
|
Represents the fair market value per share of our common stock of $13.70, as of December 31, 2021.
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Plan Category:
|
| |
Number of Securities
to be Issued Upon
Exercise of Outstanding
Options, Warrants and Rights
(#)
|
| |
Weighted-Average
Exercise Price of Outstanding
Options, Warrants and Rights
($)
|
| |
Number of Securities
Available for Future
Issuance Under Equity
Compensation Plans
(excludes securities
reflected in first column)
(#)
|
Equity compensation plans approved by security holders(1)
|
| |
5,832,519
|
| |
3.30
|
| |
12,029,817
|
Equity compensation plans not approved by security holders
|
| |
-
|
| |
-
|
| |
-
|
Total
|
| |
5,832,519(2)
|
| |
3.30(3)
|
| |
12,029,817(4)
|
(1)
|
Consists of the 2013 Equity Incentive Plan, 2021 Incentive Award Plan, and 2021 Employee Stock Purchase Plan, or ESPP.
|
(2)
|
Consists of options under the 2013 Equity Incentive Plan.
|
(3)
|
The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options.
|
(4)
|
Includes 10,024,848 shares available for future issuance under our 2021 Incentive Award Plan and 2,004,969 shares available for future issuance under our ESPP, which does not reflect the reduction in the shams available for issuance as a result of the 1,280,000 restricted stock units deemed granted for the purposes of ASC 718, but that will not be issued until after the effectiveness of our registration statement on Form S-8. The number of shares available for issuance under our 2021 Incentive Award Plan increases automatically on January 1 of each calendar year of the Company beginning in 2022 and ending in 2031, in an amount equal to the lesser of (i) 5.0% of the aggregate number of outstanding shares of our common stock on the final day of the immediately preceding calendar year and (Watch smaller number of shares determined by our Board. The number of shares available for issuance under of ESPP increases automatically on January 1 of each calendar year of the Company beginning in 2022 and ending in 2031, an amount equal to the lesser of (i) 1.0% of the aggregate number of outstanding shares of our common stock of the final day of the immediately preceding calendar year and (ii) such smaller number of shares determined by our Board. There are no shares available for issuance under the 2013 Equity Incentive Plan.
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Fee Category:
|
| |
Fiscal 2021
|
| |
Fiscal 2020
|
Audit fees(1)
|
| |
$580,000
|
| |
$529,041
|
Audit-related fees(2)
|
| |
1,663,750
|
| |
-
|
Tax fees(3)
|
| |
-
|
| |
31,400
|
Total fees
|
| |
$2,243,750
|
| |
$560,441
|
(1)
|
Audit fees represent fees and out-of-pocket expenses whether or not yet invoiced for professional services provided in connection with the audit of the Company's financial statements.
|
(2)
|
Audit-related fees consist of fees billed in relation to our Business Combination, the S-1 and S-4 registration statements, and audit services provided in connection with other regulatory filings.
|
(3)
|
Tax fees consist of fees for professional services for tax compliance, tax advice and tax planning. These services include consultation on tax matters and assistance regarding federal, state and international tax compliance.
|
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Q:
|
Why am I receiving these materials?
|
A:
|
We are providing these proxy materials to you in connection with the solicitation, by our Board, of proxies to be voted at the Company's Annual Meeting and at any adjournments or postponements thereof. Stockholders are invited to attend the Annual Meeting to be held September 15, 2022. Our proxy materials are first being distributed to stockholders on or about August 5, 2022.
|
Q:
|
What proposals will be voted on, what is the Board's voting recommendation, and what are the standards for determining whether a proposal has been approved?
|
A:
|
| | | |
Proposal
|
| |
Board Recommendation
|
| |
Voting
Standard
|
| |
Effect of
Abstention
|
| |
Effect of
Broker Non-Vote
|
|
| |
1.
|
| |
Election of Directors
|
| |
The Board recommends a vote "FOR" each of the director nominees.
|
| |
Plurality. The two nominees receiving the greatest number of votes cast
|
| |
None
|
| |
None
|
|
| |
2.
|
| |
Ratification of Independent Registered Accounting Firm
|
| |
The Board recommends a vote "FOR" the ratification of the appointment of Deloitte as our independent registered accounting firm for the 2022 fiscal year.
|
| |
Affirmative vote of the holders of a majority in voting power of the votes cast
|
| |
None
|
| |
None
|
Q:
|
Who is entitled to vote?
|
A:
|
All shares owned by you as of the record date, which is the close of business on July 22, 2022, may be voted by you. You may cast one vote per share of our common stock that you held on the record date.
|
•
|
held directly in your name as the stockholder of record; and
|
•
|
held for you as the beneficial owner through a broker, bank or other nominee.
|
Q:
|
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
|
A:
|
Stockholder of Record. If your shares are registered in your name with the Company's transfer agent, Continental Stock Transfer & Trust Company, you are considered a "stockholder of record" with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person online during the Annual Meeting.
|
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Q:
|
How can I vote my shares and participate at the Annual Meeting?
|
A:
|
Only stockholders of record and beneficial owners of shares of our common stock as of the close of business on July 22, 2022 may participate in the Annual Meeting, including voting and asking questions during the virtual Annual Meeting, by visiting the following website: www.virtualshareholdermeeting.com/BOXD2022. To participate in the Annual Meeting, you will need the 16-digit control number provided on your Notice of Internet Availability of the Proxy Materials ("Notice"), on your proxy card or on the instructions that accompanied your proxy materials.
|
Q:
|
How can I vote my shares without attending the Annual Meeting?
|
A:
|
Whether you hold your shares directly as the stockholder of record or beneficially in street name, you may vote without attending the Annual Meeting in one of the following manners:
|
Q:
|
What is the quorum requirement for the Annual Meeting?
|
A:
|
A quorum of stockholders is necessary to hold the Annual Meeting. A quorum at the Annual Meeting exists if the holders of a majority of the Company's capital stock issued and outstanding and entitled to vote at the Annual Meeting are present in person or represented by proxy. Abstentions and broker non-votes are counted as present for establishing a quorum. A broker non-vote occurs on an item when a broker, bank or other nominee is not permitted to vote on that item absent instruction from the beneficial owner of the shares and no instruction is given.
|
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Q:
|
What is a broker non-vote?
|
A:
|
A broker non-vote occurs with respect to a proposal when a bank, broker, trustee, or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders but is not permitted to vote on other proposals without instructions from the beneficial owner and the beneficial owner fails to provide the nominee with such instructions. Banks, brokers, trustees, or other nominees may generally vote on routine matters but cannot vote on non-routine matters. Only the Auditor Appointment Proposal is considered a routine matter. The other proposals are not considered routine matters, and without your instructions, your bank, broker or other nominee cannot vote your shares.
|
Q:
|
What happens if I do not give specific voting instructions?
|
A:
|
Stockholder of Record. If you are a stockholder of record and you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.
|
•
|
Routine Matter. The ratification of the appointment of Deloitte as our independent registered public accounting firm for the 2022 fiscal year (Proposal No. 2) is considered a routine matter under applicable rules. A broker, bank or other nominee may generally vote on routine matters and, therefore, no broker non-votes will exist in connection with Proposal No. 2.
|
•
|
Non-Routine Matter. The election of directors (Proposal No. 1) is considered a "non-routine" matter under applicable rules. A broker, bank or other nominee cannot vote without instructions on non-routine matters and, therefore, there may be broker non-votes on Proposal No. 1.
|
Q:
|
What does it mean if I receive more than one proxy card or voting instruction form?
|
A:
|
It means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction forms you receive.
|
Q:
|
Who will count the vote?
|
A:
|
The votes will be counted by the inspector of election appointed for the Annual Meeting.
|
Q:
|
Can I revoke my proxy or change my vote?
|
A:
|
Yes. You may revoke your proxy or change your voting instructions at any time prior to the vote at the Annual Meeting by:
|
•
|
providing written notice of revocation to the Corporate Secretary of the Company at Boxed, Inc., 451 Broadway, Floor 2, New York, NY 10013;
|
•
|
delivering a valid, later-dated proxy or a later-dated vote on the Internet or by telephone; or
|
•
|
attending the Annual Meeting online and voting during the meeting, which will automatically cancel any proxy previously granted.
|
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Q:
|
Who will bear the cost of soliciting proxies for the Annual Meeting?
|
A:
|
The Company pays the cost of soliciting your proxy and reimburses brokers and others for forwarding to you the proxy materials as beneficial owners of our common stock. The Company's directors, officers and employees may also solicit proxies by mail, telephone and personal contact. They will not receive any additional compensation for these activities.
|
Q:
|
I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
|
A:
|
We have adopted a procedure call "householding," which the SEC has approved. Under this procedure, we may deliver a single copy of the Notice and, if applicable, this proxy statement and the Company's Annual Report to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders.
|
Q:
|
How can I access my proxy materials?
|
A:
|
We are using "notice and access" procedures to distribute our proxy materials to our shareholders. We are mailing a Notice of Internet Availability of Proxy Materials (the "Notice") to our shareholders. Shareholders who received the Notice may access the proxy materials over the Internet or, on request, receive a paper copy of the materials by mail or an email copy. The Notice includes instructions on how to access the materials over the Internet and how to request a paper or email copy. The Notice further provides instructions on how shareholders may elect to receive proxy materials in the future in printed form or by email.
|
Q:
|
How can I obtain a copy of the Annual Report on Form 10-K?
|
A:
|
Copies of the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC, are available to stockholders free of charge on the investor relations page of our website, investors.boxed.com, or by writing to Boxed, Inc., Investor Relations, 451 Broadway, Floor 2, New York, NY 10013.
|
Q:
|
Where can I find the voting results of the Annual Meeting?
|
A:
|
Boxed will announce preliminary voting results at the Annual Meeting and publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of the Annual Meeting.
|
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Q:
|
How can I attend the Annual Meeting?
|
A:
|
The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted through a live audio webcast. There will be no physical meeting location. You are entitled to participate in the Annual Meeting only if you were a Company stockholder as of the close of business on July 22, 2022 or if you hold a valid proxy for the Annual Meeting.
|
Q:
|
How will stockholders be able to ask questions during the Annual Meeting?
|
A:
|
If you wish to submit a question during the meeting, type your question into the "Submit a question" field, and click "Submit." Questions relevant to meeting matters will be answered during the meeting. Questions regarding personal matters or matters not relevant to meeting matters will not be answered. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition and allow time for additional topics. The rules of conduct for the meeting, including the guidelines for submitting questions, the stockholder list and the proxy materials will be available on the virtual meeting site during the meeting.
|
Q:
|
Why is the Annual Meeting virtual?
|
A:
|
We are excited to host a virtual annual meeting to provide ease of access, real-time communication and cost savings for our stockholders and the Company. Hosting a virtual meeting facilitates stockholder attendance and participation by enabling stockholders to participate from around the world. In addition, hosting a virtual meeting provides improved communication and cost savings for our stockholders and the Company.
|
Q:
|
What if I have technical difficulties or trouble accessing the meeting?
|
A:
|
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log-in page at www.virtualshareholdermeeting.com/BOXD2022.
|
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