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 through operational efficiencies and cost savings.

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

• Balance sheet at year-end 2024 included $8.0 million in cash, $43.3 million in inventory, and $1.3 million in working capital; ongoing efforts to address debt and strengthen the balance sheet.

• Forward-looking statements anticipate modest growth beginning in the second half of 2025, with continued focus on profitability and efficiency.

Voting matters and shareholder proposals

• Shareholders will vote on: election of four directors, ratification of FORVIS MAZARS, LLP as auditor, advisory approval of executive compensation, and an amendment to increase authorized Class A common stock from 3,750,000 to 25,000,000 shares.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by February 17, 2026.

Board of directors and corporate governance

• Board currently consists of four directors, with three vacancies due to recent resignations; search for replacements is ongoing to restore Nasdaq compliance for independent directors.

• Two independent directors (Rudolph F. Crew and Tiffany Kuo) serve on all key committees.

• Board leadership is separated, with an independent non-executive Chairman role and CEO role held by different individuals.

• Board held 13 meetings in 2024; all directors attended at least 75% of meetings.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and responsibilities.