Boxlight (BOXL) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 2, 2026, with shareholders able to vote online, by phone, or by mail.

• Four key proposals are up for vote: election of five directors, ratification of the independent auditor, amendment to increase authorized shares, and approval for future share issuances in non-public transactions.

• Forward-looking statements address future plans, profitability, and ESG goals, with caution regarding risks and uncertainties.

Voting matters and shareholder proposals

• Proposal 1: Elect five directors to serve until the 2027 Annual Meeting.

• Proposal 2: Ratify Cherry Bekaert LLP as independent auditor for fiscal year ending December 31, 2026.

• Proposal 3: Amend Articles of Incorporation to increase authorized Class A common stock from 4,166,667 to 55,000,000.

• Proposal 4: Approve future issuance of Class A common stock or convertible securities equal to 20% or more of outstanding shares in non-public transactions, as required by Nasdaq rules.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of five directors, including three independent directors.

• Committees: Audit (Clark, Fittin, Kuo), Compensation (Kuo, Clark, Fittin), Nominating & Corporate Governance (Fittin, Clark, Kuo).

• Board held 10 meetings in 2025; all directors attended at least 75% of meetings.

• Board leadership includes a non-executive Chairman.

• Written code of conduct and insider trading policy in place.