Boxlight (BOXL) Proxy Filing summary

Executive summary

• 2024 revenues decreased 23% compared to 2023, with a net loss of $28.3 million, but positive Adjusted EBITDA of $4.3 million was maintained due to improved operating efficiency.

• The company is positioned for growth as the market shifts to technology refresh cycles, with new product launches and expanded offerings in school safety.

• Cost-saving measures and operational streamlining have enabled sustained Adjusted EBITDA profitability despite revenue headwinds.

• Balance sheet at year-end 2024 included $8.0 million in cash, $43.3 million in inventory, and $1.3 million in working capital.

• Modest growth is anticipated beginning in the second half of 2025 as market conditions improve.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, ratifying the appointment of FORVIS MAZARS, LLP as auditor, approving executive compensation (say-on-pay), and amending the Articles of Incorporation to increase authorized Class A shares from 3,750,000 to 25,000,000.

• The board recommends voting FOR all proposals.

• The annual meeting is scheduled for August 8, 2025, and will be held virtually.

Board of directors and corporate governance

• The board currently consists of six directors, with one vacancy following a recent resignation; a search for a replacement is underway.

• Three directors are independent as defined by Nasdaq rules.

• The board has Audit, Compensation, and Nominating & Corporate Governance Committees, all composed of independent directors.

• The board held 13 meetings in 2024, with all directors attending at least 75% of meetings.

• The company has adopted a code of business conduct and ethics, insider trading, and anti-hedging policies.