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, mail, or during the meeting.

• 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 2026.

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

• Proposal 4: Approve future issuance of 20% or more of Class A shares in non-public transactions per Nasdaq Rule 5635(d).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

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

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

• Board leadership includes a non-executive Chairman.

• Directors are elected annually by plurality vote; no cumulative voting.

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.

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