Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
On May 6, 2019, Box, Inc. (Box) announced that Steven Krausz has decided to step down as a member
of its board of directors (the Board), effective immediately following the conclusion of the 2019 Annual Meeting of Stockholders. Box and the Board wish to thank Mr. Krausz for his years of service and significant contributions to
the company. Box has an ongoing search for one or more new directors underway.
On May 3, 2019, the Board appointed Peter Leav as a
member of the Board, effective immediately following the conclusion of the 2019 Annual Meeting of Stockholders. Mr. Leav will fill the seat being vacated by Mr. Krausz and will serve as a Class I director whose term expires at the
annual meeting of stockholders to be held in 2021. When he joins the Board, Mr. Leav will serve on the Audit Committee of the Board.
Mr. Leav, age 48, served as President, Chief Executive Officer, and Director of BMC Software, Inc., a management solutions software
company, from December 2016 to April 2019. Prior to joining BMC, Mr. Leav served as President, Chief Executive Officer, and Director of Polycom, Inc., a video, voice, and content solution company, from December 2013 through September 2016.
Prior to joining Polycom, Mr. Leav served as Executive Vice President and President, Industry and Field Operations of NCR Corporation, a global technology company, from June 2012 to November 2013, as Executive Vice President, Global Sales,
Professional Services and Consumables of NCR from November 2011 to June 2012, and as Senior Vice President, Worldwide Sales of NCR from January 2009 to October 2011. Prior to joining NCR, he served as Corporate Vice President and General Manager of
Motorola, Inc., a provider of mobility products and solutions across broadband and wireless networks, from November 2008 to January 2009, as Vice President and General Manager from December 2007 to November 2008, and as Vice President of Sales from
December 2006 to December 2007. From November 2004 to December 2006, Mr. Leav was Director of Sales for Symbol Technologies, Inc., an information technology company. Prior to this position, Mr. Leav was regional sales manager at Cisco
Systems, Inc., a manufacturer of communications and information technology networking products, from July 2000 to November 2004. Mr. Leav served on the board of directors of HD Supply, Inc., an industrial distributor company, from October 2014
to July 2017. Mr. Leav holds a bachelors degree from Lehigh University.
Mr. Leav will receive the standard compensation
directors in accordance with the Companys Outside Director Compensation Policy, as described in the Companys 2018 Proxy Statement under Director Compensation.
There is no arrangement or understanding between Mr. Leav and any other persons pursuant to which he was selected as a director.
Mr. Leav has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of
Mr. Leav and the Company will enter into the
Companys standard director indemnification agreement, whereby the Company will agree to indemnify, defend and hold Mr. Leav harmless from and against losses and expenses incurred as a result of his board service, subject to the terms and
conditions provided in the agreement.