BOARD OF DIRECTORS, BOARD STRUCTURE, CORPORATE GOVERNANCE AND DIRECTOR INDEPENDENCE
CORPORATE GOVERNANCE GUIDELINES
The Board has adopted Corporate Governance Guidelines, which are available
on the Investor Relations page of our
website, investors.boxed.com, by clicking on the
“Governance” tab. The Corporate Governance Guidelines were adopted to assist the Board in the exercise of its responsibilities and to serve the interests of
the Company and its stockholders, and describe our corporate governance practices.
DIRECTOR INDEPENDENCE
Our common stock is listed on the NYSE. As a company listed on the NYSE, we are required under NYSE listing rules
to maintain a board comprised of a majority of independent directors as determined affirmatively by the Board. Under NYSE listing rules, a director will only qualify as an independent director if that listed company’s board of directors affirmatively determines that the director has no material relationship with such listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with such listed company) and the director satisfies the criteria for independent directors. In addition, the NYSE listing rules require that, subject to specified exceptions, each member of our Audit, Compensation and Nominating and Corporate Governance committees be independent.
Audit Committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and NYSE listing rules applicable to audit committee members. Compensation Committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act.
Based upon information requested from and provided by each proposed director concerning his or her background, employment and affiliations, including family relationships, the Board concluded that Gary Matthews, David Liu, Emerson S. Moore II, Andrew Pearson, Harshul Sanghi and Eileen Serra, representing six of Boxed’s eight continuing directors, 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.
BOARD
NOMINATIONS AND DIRECTOR NOMINATION PROCESS
The Board, with the assistance of the Nominating and Governance Committee, selects potential new Board members in accordance with the criteria listed in the Corporate Governance Guidelines. The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become Board members, consistent with the criteria approved by the Board, and recommending to the Board the nominees for election to the Board at annual meetings of Boxed stockholders. The Nominating and Corporate Governance Committee may consider advice and recommendations from others, including third-party search firms and other advisors, as it deems appropriate.
Our
Certificate of Incorporation and
bylaws provide that the authorized number of directors may be set and changed only by resolution of the Board. Vacancies on the Board may be filled solely by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director appointed to fill a vacancy or newly created directorship shall hold office until the next election of the class to which such director shall have been appointed or assigned, and until his or her successor is duly elected and qualified, subject to his or her earlier death, disqualification, resignation or removal.
As detailed
in both the Corporate Governance Guidelines and the Nominating and Corporate Governance Committee Charter, director candidates are selected based on various criteria, including, but not limited to: the candidate’s experience in corporate management, such as serving as an officer or former officer of a publicly held company; the candidate’s experience as a board member of another publicly held company; the candidate’s professional and academic experience relevant to
the Company’s industry; the strength of the candidate’s leadership skills; the candidate’s experience in finance and accounting and/or executive compensation practices; whether the candidate has the time required for preparation, participation, and attendance at Board meetings and committee meetings, if applicable; and the candidate’s geographic background, gender, age, and ethnicity.
Our
bylaws establish advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors, other than nominations made by or at the direction of the Board or a