UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

SCHEDULE 14A

(Rule 14a-101)

___________________

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

BOXLIGHT CORPORATION

(Name of Registrant as Specified in Its Charter)

_________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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TO OUR SHAREHOLDERS:

You are invited to attend the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Boxlight Corporation (“Boxlight,” the “Company,” “we,” “us,” or “our”), a Nevada Corporation, which will be held on Tuesday, June 2, 2026 at 12:30 p.m., Eastern Time (“ET”) as a virtual meeting. The Annual Meeting will be held in a virtual meeting format only. You will be able to attend the meeting, vote, and submit your questions via the Internet by pre-registering at https://web.viewproxy.com/BOXL/2026 and clicking the link received in your registration confirmation. You will not be able to attend the virtual Annual Meeting physically in person.

Even if you are planning on attending the 2026 Annual Meeting online, please promptly submit your proxy vote by Internet, telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the 2026 Annual Meeting. Instructions on voting your shares are on the Notice of Internet Availability of Proxy Materials you received for the 2026 Annual Meeting. If you attend the 2026 Annual Meeting online and wish to vote at the 2026 Annual Meeting, you will be able to do so even if you have previously returned your proxy card.

YOUR VOTE IS IMPORTANT TO US. Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting, we urge you to promptly submit your vote via the Internet, telephone, or mail.

On behalf of the board of directors and management, I would like to express our appreciation for your continued support.

Sincerely,

/s/ Michael Pope

Michael Pope

Chairman of the Board

Duluth, Georgia

May 4, 2026

Safe Harbor Statement Regarding Forward-Looking Statements

This letter and the accompanying Proxy Statement include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future plans and profitability and environmental, social and governance plans and goals. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking information is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this letter and the accompanying Proxy Statement. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “objective,” “seek,” “will,” “expect,” “intend,” “estimate,” “target,” “aim,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Actual events, results and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the risk factors listed in our most recent Annual Report on Form 10-K, and subsequent periodic reports on Form 10-K and current reports on Form 8-K filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date made and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information or otherwise.

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Notice of Annual Meeting of Shareholders

You are cordially invited to the 2026 Annual Meeting of Boxlight Corporation:

DATE AND TIME

June 2, 2026 at 12:30 pm ET

VIRTUAL MEETING

Pre-register at https://web.viewproxy.com/BOXL/2026 and click the link received in your registration confirmation.

RECORD DATE

April 22, 2026

ITEMS OF BUSINESS	BOARD VOTING RECOMMENDATION
Proposal No. 1: Elect five (5) directors named in the attached Proxy Statement to serve until the 2027 Annual Meeting of shareholders and until their successors shall be elected and qualified.	FOR each director nominee
Proposal No. 2: To ratify appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.	FOR
Proposal No. 3: To approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of Class A common stock from 4,166,667 to 55,000,000.	FOR
Proposal No. 4: To approve the future issuance of shares of the Company’s Class A common stock and/or securities convertible into or exercisable for our Class A common stock equal to 20% or more of our Class A common stock outstanding in a non-public transaction or series of transactions as required by, and in accordance with, Nasdaq Marketplace Listing Rule 5635(d).	FOR
Proposal No. 5: To transact any other business as may properly be presented at the Annual Meeting or any adjournment thereof.	FOR

This notice, the Proxy Statement and voting instructions are being mailed to shareholders beginning on or about May 4, 2026.

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Your vote is important

Regardless of whether you plan to attend the live virtual meeting, we encourage you to vote as soon as possible in one of the following ways:

VIA THE INTERNET

Visit the website listed on your proxy card

BY TELEPHONE

Call the telephone number on your proxy card

BY MAIL

Sign, date, and return your proxy card in the enclosed envelope

AT THE VIRTUAL MEETING

Pre-register at
https://web.viewproxy.com/BOXL/2026 and click the link received in your registration confirmation.

Henry F. Nance

Chief Operating Officer

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 2, 2026 at 12:30 pm ET. Our Proxy Statement and Annual Report for the fiscal year ended December 31, 2025 on Form 10-K (the “Annual Report”) are available online on our website at www.boxlight.com.

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PROXY SUMMARY	1
Meeting Information	1
Introduction of Director Nominees	3
Compensation Highlights	4
Board of Directors and Corporate Governance	5
Director Biographies	5
Director Independence	7
Board Leadership Structure	7
Board Meetings and Committees	7
Considerations in Evaluating Director Nominees	9
Shareholder Recommendations for Nominations to the Board of Directors	9
Communications with the Board of Directors	9
Corporate Governance Guidelines and Code of Conduct and Ethics	10
Role of the Board of Directors in Risk Oversight	10
Director Compensation	11
PROPOSAL 1: ELECTION OF DIRECTORS	12
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	13
AUDIT COMMITTEE REPORT	15
EXECUTIVE COMPENSATION	17
PROPOSAL 3: AMEND THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK TO 55,000,000	22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	25
PROPOSAL 4: approve the future issuance of shares of the Company’s Class A common stock and/or securities convertible into or exercisable for our Class A common stock equal to 20% or more of our Class A common stock outstanding in a non-public transaction or series of transactions as required by, and in accordance with, Nasdaq Marketplace Listing Rule 5635(d)	26
RELATED PARTY TRANSACTIONS	29
QUESTIONS & ANSWERS ABOUT THE MEETING	31
DEADLINE FOR SHAREHOLDER PROPOSALS FOR 2027 ANNUAL MEETING	36
DELINQUENT SECTION 16(a) REPORTS	36

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Proxy Summary

ABOUT THE MEETING

DATE AND TIME June 2, 2026 at 12:30 pm ET VIRTUAL MEETING The Annual Meeting can be accessed virtually via the Internet by pre-registering at https://web.viewproxy.com/BOXL/2026 and click the link received in your registration confirmation.		RECORD DATE April 22, 2026 STOCK EXCHANGE Boxlight’s Class A common stock is listed on the nasdaq Capital Market under the symbol “BOXL.”
PROXY VOTING

Internet	Virtual Meeting	Phone	Mail
Visit the website listed on your proxy card	Pre-register at https://web.viewproxy.com/BOXL/2026 and click the link received in your registration confirmation.	Call the telephone number on your proxy card	Sign, date, and return your proxy card in the enclosed envelope

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PROPOSAL 1: ELECTION OF DIRECTORS Our board of directors recommends that you vote FOR each director nominee.
PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Our board of directors recommends that you vote FOR the ratification of Cherry Bekaert LLP.
PROPOSAL 3: AMEND THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK TO 55,000,000 Our board of directors recommends that you vote FOR the approval to amend the Company’s Articles of Incorporation, as amended to date, to increase the authorized number of shares of Class A common stock from 4,166,667 to 55,000,000.
PROPOSAL 4: APPROVE THE FUTURE ISSUANCE OF SHARES OF THE COMPANY’S CLASS A COMMON STOCK AND/OR SECURITIES CONVERTIBLE INTO OR EXERCISABLE FOR THE COMPANY’S CLASS A COMMON STOCK EQUAL TO 20% OR MORE OF OUR CLASS A COMMON STOCK OUTSTANDING IN A NON-PUBLIC TRANSACTION OR SERIES OF TRANSACTIONS AS REQUIRED BY, AND IN ACCORDANCE WITH, NASDAQ MARKETPLACE LISTING RULE 5635(d) Our board of directors recommends that you vote FOR the approval of the future issuance of shares of the Company’s Class A common stock and/or securities convertible into or exercisable for our Class A common stock equal to 20% or more of our Class A common stock outstanding in a non-public transaction or series of transactions as required by, and in accordance with, Nasdaq Marketplace Listing Rule 5635(d).

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INTRODUCTION TO OUR BOARD OF DIRECTORS

Name and Position	Age	Other Public Board Memberships	Committee Memberships
Name and Position	Age	Other Public Board Memberships	Audit	Compensation	Nominating & Corporate Governance
Michael Pope CHAIRMAN DIRECTOR	45	FCUV, OTPK, NVOS
Carine Clark INDEPENDENT DIRECTOR	63	DOMO	C	M	M
Peter Fittin INDEPENDENT DIRECTOR	34	None	M	M	C
Tiffany Kuo INDEPENDENT DIRECTOR	37	None	M	C	M
Mark Elliott NON-EXECUTIVE DIRECTOR	74	None

C = Chair | M = Member

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COMPENSATION HIGHLIGHTS

		WHAT WE DO

	Our board of directors has established standing committees in connection with the discharge of its responsibilities. These committees include an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Our board of directors has adopted written charters for each of these committees. Copies of the charters are available on our website at www.boxlight.com. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

WHAT WE DO NOT DO

• We do not allow repricing of stock options without the board of directors and compensation committee approval.

• We do not provide change of control payments or gross-up of related excise taxes.

• Dividend equivalents will not be paid unless vesting and performance conditions for restricted stock units (“RSUs”), to which such rights attach, are met.

• We do not provide significant perquisites to our named executive officers.

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Board of Directors and Corporate Governance

Below is biographical information about each of our directors:

Michael Pope. Mr. Pope has served as a director of the Company since September 2014. He served as President from July 2015 to November 2020 and as Chairman and Chief Executive Officer from March 2020 to January 2024. On January 12, 2024, Mr. Pope stepped down as Chairman and Chief Executive Officer and continued to serve as a non-executive member of the Board. On September 9, 2025, he was re-elected as Chairman of the Board. Mr. Pope currently serves as Managing Director of Yalecrest Partners, a private equity and advisory firm. Prior to joining Boxlight, Mr. Pope served as Managing Director at Vert Capital, a Los Angeles-based merchant bank, from October 2011 to October 2016, From May 2008 to October 2011, Mr. Pope was Chief Financial Officer and Chief Operating Officer for the Taylor Family in Salt Lake City, managing family investment holdings in consumer products, professional services, real estate, and education. Mr. Pope also served as Senior SEC Reporting Accountant at Omniture (previously listed on Nasdaq and acquired by Adobe (Nasdaq: ADBE) in 2009) and Assurance Associate at Grant Thornton. Mr. Pope serves on the boards of various organizations, including Focus Universal, Inc. (Nasdaq: FCUV). Mr. Pope earned his undergraduate and graduate degrees in accounting from Brigham Young University and maintains an active CPA license. The Board of Directors believes Mr. Pope’s industry experience and knowledge of the Company make him a valuable member of the Board.

Carine Clark. Ms. Clark has served as a director of our Company since August 2025. Ms. Clark is an accomplished executive who has served as President and Chief Executive Officer for four high-growth technology companies. She is currently the Chief Executive Officer of First Colony Mortgage. She previously held presidential and CEO positions at Allegiance, MartizCX, and Banyan. She also served as Chief Innovation Officer at Lumio HX. Earlier in her career, Ms. Clark held senior data-driven marketing leadership roles at Novell, Altiris, and Symantec. She is an active angel and venture investor in Software as a Service (SaaS) companies and supports entrepreneurs globally. Ms. Clark graduated from Brigham Young University with a Bachelors degree in Organizational Communications, and with an MBA.

Peter Fittin. Mr. Fittin has been a director of our Company since August 2025. He was previously a founding member and head of strategy at DogeOS, an application layer for the Dogecoin blockchain. From 2021 to 2024 he served as a senior partnerships manager at Offchain Labs, Inc., where he contributed to business development and marketing for Arbitrum, an Ethereum layer-2 scaling solution. His earlier career includes experience in investment banking and capital markets with prominent firms including B. Riley Financial, Berkery Noyes, and Aegis Capital. Mr. Fittin graduated from Penn State University with a Bachelor of Arts in Economics in 2014 and graduated from Villanova University with a Master of Science in Finance in 2016.

Tiffany Kuo. Mrs. Kuo has been a director of our Company since September 2014. She currently is leading and shaping product development at Teladoc Health. Additionally, she is also a Senior Venture Partner at Pioneer Fund, leading investments in the VC’s later-stage investments. Prior to that, she worked at Microsoft Health, leading product development and portfolio management for multiple products. From 2011 until 2014 and then from 2017 until 2020, Mrs. Kuo worked at Deloitte Consulting where she built and launched digital health and life sciences innovations. She also co-founded a Ycombinator-backed personalized health start-up, Multiply Labs. Mrs. Kuo graduated from Rice University with a Bachelor of Science and Master of Science in Electrical Engineering in 2011 and obtained an MBA from the Sloan Master of Business Administration Program at The Massachusetts Institute of Technology. We believe that Mrs. Kuo’s experience in business strategy, product, and operations adds value and insight to our board of directors.

Mark Elliot. Mr. Elliot has been a director of our Company since September 2014. He resigned from the board in June 2025 to help address the Company’s Nasdaq compliance issues regarding independent director requirements, transitioning to an advisory role. He was then subsequently reappointed as a non-executive director in August 2025. Mr. Elliott served as our Company’s Chief Executive Officer from September 2014 to January 2020 and as Chief Commercial Officer from January 2020 to January 2021. From July 2012 to June 2017, he was President of Genesis Collaboration, LLC, which subsequently merged with Boxlight. Before joining Boxlight, from 2005 to 2012, Mr. Elliott served as President of Promethean, Inc., where he significantly grew the company’s Americas revenue

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from $5 million to $250 million. His extensive career includes senior executive roles at some of the technology industry’s most recognized companies, including Apple Computer, Lawson Software, E3 Corporation, PowerCerv Technologies, Tandem Computers, and Unisys/Burroughs. He graduated from University of North Georgia with a BBA in Economics and graduated from Georgia Institute of Technology with a Master of Science in Industrial Management.

NOMINEES FOR DIRECTOR

Pursuant to the Company’s articles of incorporation and bylaws, our board of directors has fixed the number of directors at five. Our board of directors currently consists of five directors.

The members of our board of directors comprise a single class, and at each annual meeting of shareholders all directors are elected. The directors elected at the Annual Meeting will serve until the annual meeting of shareholders in 2027, and until their successors are duly elected and qualified. Our board of directors may fill directorships resulting from vacancies and may increase or decrease the number of directors. Upon the recommendation of the Nominating and Governance Committee, our board of directors has nominated the following five nominees, who are all current members of the board of directors, for election as directors at the Annual Meeting:

Michael Pope

Chairman

Age: 45

Director since: September 2014

Committees:

N/A

Carine Clark

Independent Director

Age: 63

Director since: August 2025

Committees:

Audit (Chair), Compensation, and Nominating & Corporate Governance

Peter Fittin

Independent Director

Age: 34

Director since: August 2025

Committees:

Audit, Compensation, and Nominating & Corporate Governance (Chair)

Tiffany Kuo

Independent Director

Age: 37

Director since: September 2014

Committees:

Audit, Compensation (Chair), and Nominating & Corporate Governance

Mark Elliott

Non-Executive Director

Age: 74

Director since: September 2014

Committees:

N/A

Each such nominee has consented to be named herein and to serve as a director, if elected. Directors are elected by a plurality of the votes cast by holders of the shares of Common Stock entitled to vote at the Annual Meeting. Shareholders have no right to vote cumulatively for directors. The five nominees receiving the highest number of votes cast “for” will be elected.

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DIRECTOR INDEPENDENCE

There are no family relationships among any of our directors and executive officers. As of the date of this Proxy Statement, Carine Clark, Peter Fittin, and Tiffany Kuo are our independent directors. As a Nasdaq listed company, we believe that the foregoing directors satisfy the definition of “independent director” under Nasdaq Rule 5605(a)(2). In making this determination, our board of directors considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence. As required under applicable Nasdaq rules, we anticipate that our independent directors will meet on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive session without the presence of non-independent directors and management.

BOARD LEADERSHIP STRUCTURE

Our board of directors has chosen to elect a non-executive Chairman of the board of directors. We believe the Chairman of the Board plays an important governance leadership role that enhances long-term shareholder value.

The board of directors receives regular reports from the members of senior management on operational, financial, legal and regulatory issues and risks. The Audit Committee of the board of directors additionally is charged under its charter with oversight of financial risk, including the Company’s internal controls, and it receives regular reports from management, the Company’s internal auditors and the Company’s independent auditors. Whenever a committee of the board of directors receives a report involving risk identification, risk management or risk mitigation, the chairman of the committee reports on that discussion, as appropriate, to the full board of directors during the next board meeting.

BOARD MEETINGS AND COMMITTEES

The board of directors held 10 meetings during 2025. During 2025, no director attended fewer than 75% of the meetings of the board of directors and board committees of which the director was a member.

It is the policy of the board of directors that all directors should attend the annual meetings in person or by teleconference. Seven directors attended the Company’s 2025 annual meeting of shareholders.

AUDIT COMMITTEE		COMPENSATION COMMITTEE		NOMINATING & CORPORATE GOVERNANCE COMMITTEE
Carine Clark (Chair) Peter Fittin Tiffany Kuo		Tiffany Kuo (Chair) Peter Fittin Carine Clark		Peter Fittin (Chair) Tiffany Kuo Carine Clark

Audit Committee. According to its charter, the Audit Committee is to consist of at least three members, each of whom shall be a non-employee director who has been determined by the board of directors to meet the independence requirements under Nasdaq rules, and also Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in Rule 10A-3(c). A copy of our Audit Committee charter is located under the “Corporate Governance” tab on our website at www.boxlight.com. At present, the Audit Committee members consist of Ms. Clark, Mr. Fittin, and Ms. Kuo, with Ms. Clark serving as chair of the Audit Committee. All members of the Audit Committee are independent directors. The Audit Committee will assist the board of directors by overseeing the performance of the independent auditors and the quality and integrity of our internal accounting, auditing, and financial reporting practices. The Audit Committee is responsible for retaining (subject to shareholder ratification) and, as necessary, terminating the engagement of, the independent auditors, annually reviewing the qualifications, performance and independence of the independent auditors and the audit plan, fees and audit results, and pre-approving audit and non-audit services to be performed by the auditors and related fees. Our board of directors has determined that Ms. Clark meets the requirements of being an “audit committee financial expert,” as defined by the rules and regulations of the SEC, and, as a result, is serving as chair of the Audit Committee.

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Compensation Committee. The Compensation Committee members are Ms. Kuo, Ms. Clark, and Mr. Fittin, with Ms. Kuo serving as chair of the Compensation Committee. All members of the Compensation Committee are independent directors. The Compensation Committee makes recommendations to the board of directors concerning salaries and incentive compensation for our officers, including our principal executive officer, and employees and administers our stock option plans. The Compensation Committee provides assistance to our board of directors in relation to programs and practices with respect to the compensation of our executive officers and directors, as described in the Compensation Committee’s charter. The Compensation Committee has the authority, in its sole discretion, to retain compensation consultants to assist the Compensation Committee in overseeing our compensation programs. None of the members of the Committee has been an officer or employee of the Company, and our board of directors has considered and determined that all of the members are “independent”, as that term is defined under Nasdaq and SEC rules, and otherwise meet the criteria set forth in the Compensation Committee’s Charter. A copy of our Compensation Committee charter is located under the “Corporate Governance” tab on our website at www.boxlight.com.

Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee members are Mr. Fittin, Ms. Clark, and Ms. Kuo, with Mr. Fittin serving as chair of the Corporate Governance and Nominating Committee. All members of the Corporate Governance and Nominating Committee are independent directors. The Corporate Governance and Nominating Committee assists the board of directors in identifying qualified individuals to become board members, in determining the composition of the board of directors and in monitoring the process to assess the effectiveness of the board of directors. A copy of our Corporate Governance and Nominating Committee charter is located under the “Corporate Governance” tab on our website at www.boxlight.com.

AUDIT COMMITTEE

MEMBERS	MEETINGS HELD IN 2025: 6
Carine Clark (Chair) Peter Fittin Tiffany Kuo
KEY RESPONSIBILITIES
• Review and discuss the financial statements for the year ended 2025. • Discuss with the Company’s independent accountants the matters required to be discussed by the statement on Auditing Standards No. 61, as amended. • Review written disclosures and letters from the independent registered accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered accounting firm’s communications with the Audit Committee concerning independence and discuss the independence of the independent registered accounting firm.

COMPENSATION COMMITTEE

MEMBERS	MEETINGS HELD IN 2025: 7
Tiffany Kuo (Chair) Peter Fittin Carine Clark
KEY RESPONSIBILITIES
• Make recommendations to the board of directors concerning the salaries and incentive compensation for our officers, including our principal executive officer, and employees and also administer our equity incentive plan. • Supervise and review the affairs of the Company as they relate to the compensation and benefits of directors of the Company. • Review and discuss with management the risks associated with the Company’s compensation policies.

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

MEMBERS	MEETINGS HELD IN 2025: 6
Peter Fittin (Chair) Carine Clark Tiffany Kuo
KEY RESPONSIBILITIES
• Assist the board of directors in identifying qualified individuals to become board members, in determining the composition of the board of directors and in monitoring board effectiveness. • Recommend corporate governance guidelines and a code of conduct applicable to the Company. • Provide oversight in the evaluation of the performance of the board of directors and each board committee.

CONSIDERATIONS IN EVALUATING DIRECTOR NOMINEES

The board of directors is responsible for overseeing the Company’s business, in accordance with its fiduciary duty to the Company’s shareholders. This significant responsibility requires highly skilled individuals with various qualities, attributes and professional experience. There are general requirements for service on the board of directors that are applicable to directors and there are other skills and experience that should be represented on the board of directors as a whole but not necessarily by each director. The Nominating and Corporate Governance Committee considers the qualifications of director candidates individually and in the broader context of the board of directors’ overall composition and the Company’s current and future needs. In recruiting and evaluating new director candidates, the Nominating and Corporate Governance Committee assesses candidates’ independence, as well as the candidates’ background and experience, and current board needs. Each of the Company’s directors possesses high ethical standards, acts with integrity, and exercises careful, mature judgment. In addition, our directors are knowledgeable and experienced in one or more business, governmental, or civic endeavors, which further qualifies them for service as members of the Board. Alignment with our shareholders is important in building long-term value for the Company over time. In addition, in determining whether to nominate an existing director for re-election to the Board of Directors, the Nominating and Corporate Governance Committee considers and reviews the existing director’s past attendance at board and committee meetings, and the director’s participation in, and contributions to, the activities of the board of directors. The Nominating and Corporate Governance Committee endeavors to have a board of directors representing diverse experience at policy-making levels in business, education, or areas that are relevant to the Company’s business.

SHAREHOLDER RECOMMENDATIONS FOR NOMINATIONS TO THE BOARD OF DIRECTORS

We do not currently have a procedure by which shareholders may recommend nominees to the board of directors. Prior to the listing of our Class A common stock on Nasdaq, as a private company with a limited shareholder base, we did not believe that it was important to provide such a procedure. However, as a publicly traded Nasdaq company with the requirement to hold annual shareholder meetings, we may consider implementing such a policy in the future.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Shareholders can mail communications to the board of directors, c/o Secretary, Boxlight Corporation, 2750 Premiere Parkway, Suite 900, Duluth, Georgia 30097, who will forward the correspondence to each addressee.

BY EMAIL

investor.relations@boxlight.com

BY WRITING

2750 Premiere Parkway, Suite 900
Duluth, Georgia 30097

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CORPORATE GOVERNANCE GUIDELINES AND CODE OF BUSINESS CONDUCT AND ETHICS

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code will be made available on the Corporate Governance section of our website, which is located at www.boxlight.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

Insider TRADING POLICY AND ANTI-HEDGING POLICY

We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. Our policy, among other things, prohibits persons covered by the policy from trading in the Company’s securities while in possession of material nonpublic information relating to the Company, other than in connection with a Rule 10b5-1 plan adopted in compliance with the policy. The policy also provides for blackout periods and pre-clearance procedures for directors, officers, and other persons subject to such procedures. In addition, our policy prohibits directors, officers, and certain other employees from engaging in hedging or monetization transactions or similar arrangements with respect to Company securities or pledging Company securities as collateral for a loan.

Legal PROCEEDINGS

Currently, there are no material proceedings to which any of our directors, officers, affiliates, any owners of record or beneficially of more than five percent of any class of voting securities, or any associate of any such director, officer, affiliate, or security holder is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

ROLE OF THE BOARD OF DIRECTORS IN RISK OVERSIGHT

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. Management is responsible for the day-to-day management of the risks that we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors is responsible for satisfying itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of the board of directors that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us. Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors oversight of the performance of our internal audit function. Our Corporate Governance and Nominating Committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking or promote behaviors contra to our Code of Business Conduct.

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DIRECTOR COMPENSATION

Our non-employee directors receive annual cash compensation consisting of a $35,000 retainer. There is no per-meeting fee for Board of Directors meetings. Members of the Audit Committee (other than the Chair) receive a retainer of $6,000 and the Chair of the Audit Committee receives a $12,000 retainer. Members of the Compensation Committee (other than the Chair) receive a retainer of $3,600 and the Chairman of the Compensation Committee receives a $7,200 retainer. Members of the Nominating and Governance Committee (other than the Chair) receive a retainer of $2,700 and the Chair of the Nominating and Governance Committee receives a retainer of $5,000. The Chairman of the Board receives a retainer of $108,000.

We reimburse all members of our board of directors for their direct out-of-pocket expenses incurred in attending meetings of our board of directors. This table summarizes the compensation paid to each of our non-executive directors and independent directors during the fiscal year ended December 31, 2025, who served in such capacity at any time during such fiscal year.

2025 Director CompensatioN:

Name	Fees Earned or Paid in Cash(1) ($)		Stock Awards(2) ($)		Total ($)
Carine Clark(3)	$	19,582	$	0	$	19,582
Peter Fittin(4)	$	17,573	$	0	$	17,573
James Mark Elliott(5)	$	35,000	$	39,375	$	74,375
Tiffany Kuo(6)	$	52,700	$	39,375	$	92,075
Michael Pope(7)	$	35,000	$	39,375	$	74,375

(1) Each director is entitled to receive a cash annual board retainer fee for 2025 of $35,000. Additionally, directors are entitled to receive cash fees of $12,000, $7,200, and $5,000 for serving as the chair of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, respectively, and $6,000, $3,600 and $2,700 for serving as a member of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, respectively.

(2) Each director was granted a cash long-term incentive award with a target value of $70,000 in August 2025 that vested on March 31, 2026. The amount of cash each participant would be eligible to receive is determined based on the change in the price of the Company’s Class A common stock from the 30 days prior to grant date and the 30 days prior to March 31, 2025. The payout shall not exceed three times the target value of $70,000 except upon change in control and in no event be less than one-third of the target value.

(3) Carine Clark’s Compensation reflects her appointment to Board of Directors mid-year; August 9th, 2025 and Committee Appointments Committee Appointments as an Independent Member of the Board.

(4) Peter Fittin’s Compensation reflects his appointment to Board of Directors mid-year; August 9th, 2025 and Committee Appointments as an Independent Member of the Board.

(5) James Mark Elliott Footnote here reflects his Board Compensation as an Affiliated member of the Board of Directors for FY 2025

(6) Tiffany Kuo Footnote here reflects her Board Compensation and Committee Appointments as an Independent Member of the Board.

(7) Michael Pope Footnote here reflects his Board Compensation as an Affiliated member of the Board of Directors for FY 2025.

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Proposal 1: Election of Directors

What am I
voting on and
how should I
vote?

You are being asked to elect five (5) directors at the Annual Meeting. Each of the directors elected at the Annual Meeting will commence their term at the end of the Annual Meeting and serve until the next Annual Meeting and until a successor has been elected and qualified, or until such director’s earlier resignation or removal.

We believe that each of the nominees brings a set of experience and qualifications that position our board of directors well to lead the Company in the best interest of shareholders.

The board of directors therefore recommends you vote “FOR” each of the nominees set forth below.

NOMINEES

1.		Carine Clark
2.		Tiffany Kuo
3.		Michael Pope
4.		Peter Fittin
5.		Mark Elliott

VOTE REQUIRED

Each director is elected by a plurality of the votes cast by the shares present in person or by proxy and entitled to vote at our 2026 Annual Meeting. Votes withheld and broker non-votes will have no effect.

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Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

What am I
voting on and
how should I
vote?

You are being asked to ratify the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The board of directors believes that asking shareholders to ratify the appointment of Cherry Bekaert LLP is consistent with best practices in corporate governance.

The board of directors therefore recommends that you vote “FOR” the ratification of the appointment of Cherry Bekaert LLP as Boxlight’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The Audit Committee has selected and appointed the firm Cherry Bekaert LLP as the independent registered public accounting firm to examine our financial statements for the year ending December 31, 2026. Cherry Bekaert audited our 2025 financial statements and Forvis Mazars, LLP audited our 2024 annual financial statements. We expect a representative of Cherry Bekaert LLP will attend the Annual Meeting to respond to any shareholder questions that may be asked and will be given the opportunity to make a statement if they so desire.

Ratification of the selection of Cherry Bekaert LLP is not required by our Bylaws or otherwise. The board of directors is submitting the selection to our stockholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time after the Annual Meeting if it determines such a change would be in the interests of the Company and its stockholders.

FEES PAID TO THE INDEPENDENT PUBLIC ACCOUNTING FIRM

The following table presents fees for professional audit services and other services rendered to us by Cherry Bekaert LLP for our fiscal year ended 2025 and Forvis Mazars, LLP for our fiscal year ended 2024.

	Cherry Bekaert – 2025		Forvis Mazars – 2025		Forvis Mazars – 2024
Audit Fees(1)	$	660,000	$	166,818	$	897,900
Audit-Related Fees	$	—		—	$	—
Tax Fees(2)	$	—		—	$	36,500
All Other Fees(3)	$	—		—	$	39,241
Total Fees	$	660,000	$	166,818	$	973,641

(1) Audit fees consist of fees for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of the financial statements included in the Company’s Form 10-Q reports and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.

(2) Tax fees include the preparation of federal tax returns as well as tax planning and consultation on new tax legislation, regulations, rulings, and developments.

(3) All other fees are fees billed for any services not included in the first two categories. For 2024, these fees were related to the Company’s Form S-3 shelf registration statement that was filed with the SEC on January 1, 2025 and the private placement transaction that occurred in February 2025.

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AUDIT COMMITTEE POLICY ON PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

In accordance with the SEC’s auditor independence rules, the Audit Committee has established the following policies and procedures by which it approves in advance any audit or permissible non-audit services to be provided to the Company by its independent registered public accounting firm.

Prior to the engagement of the independent registered public accounting firm for any fiscal year’s audit, management submits to the Audit Committee for approval lists of recurring audits, audit-related, tax and other services expected to be provided by the auditor during that fiscal year. The Audit Committee adopts pre-approval schedules describing the recurring services that it has pre-approved, and is informed on a timely basis, and in any event by the next scheduled meeting, of any such services rendered by the independent registered public accounting firm and the related fees.

The fees for any services listed in a pre-approval schedule are budgeted, and the Audit Committee requires the independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year. The Audit Committee will require additional pre-approval if circumstances arise where it becomes necessary to engage the independent registered public accounting firm for additional services above the amount of fees originally pre-approved. Any audit or non-audit service not listed in a pre-approval schedule must be separately pre-approved by the Audit Committee on a case-by-case basis. Every request to adopt or amend a pre-approval schedule or to provide services that are not listed in a pre-approval schedule must include a statement by the independent registered public accounting firm as to whether, in their view, the request is consistent with the SEC’s rules on auditor independence.

The Audit Committee will not grant approval for:

• any services prohibited by applicable law or by any rule or regulation of the SEC or other regulatory body applicable to the Company;

• provision by the independent registered public accounting firm to the Company of strategic consulting services of the type typically provided by management consulting firms; or

• the retention of the independent registered public accounting firm in connection with a transaction initially recommended by the independent registered public accounting firm, the tax treatment of which may not be clear under the Internal Revenue Code and related regulations and which it is reasonable to conclude will be subject to audit procedures during an audit of the Company’s financial statements.

Subject to certain exceptions, tax services proposed to be provided by the auditor to any director, officer or employee of the Company who is in an accounting role or financial reporting oversight role must be approved by the Audit Committee on a case-by-case basis where such services are to be paid for by the Company, and the Audit Committee will be informed of any services to be provided to such individuals that are not to be paid for by the Company.

In determining whether to grant pre-approval of any non-audit services in the “all other” category, the Audit Committee will consider all relevant facts and circumstances, including the following four basic guidelines:

• whether the service creates a mutual or conflicting interest between the auditor and the Company;

• whether the service places the auditor in the position of auditing his or her own work;

• whether the service results in the auditor acting as management or an employee of the Company; and

• whether the service places the auditor in a position of being an advocate for the Company.

VOTE REQUIRED

The affirmative vote of the majority of shares present in person or represented by proxy and entitled to vote at our 2026 Annual Meeting is required to ratify Proposal No. 2.

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Audit Committee Report

The information contained in the following Audit Committee Report shall not be deemed to be soliciting material or to be filed with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference into such filing.

With respect to the audit of Company’s financial statements for the year ended December 31, 2025, the Audit Committee:

• has reviewed and discussed the audited financial statements with management;

• has discussed with the Company’s independent registered public accounting firm the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and

• has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm their independence.

Based on these reviews and discussions, the Audit Committee recommended to the board of directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Respectfully submitted by the members of the Audit Committee of the board of directors:

Carine Clark

Peter Fittin

Tiffany Kuo

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Executive Officer Biographies

The following individuals serve as our executive officers:

Ryan Zeek, Chief Financial Officer. Mr. Zeek, 37, previously served as the Chief Financial Officer from April 2025 to July 2025 & Vice President of Strategy at Incident IQ, a K-12 school software provider, from February 2024 to March 2025. Prior to serving as chief financial officer, he also served as Director — Financial Planning and Analysis at Incident IQ from November 2021. Mr. Zeek also served in various Financial Planning and Analysis, Strategy and Corporate development, and Internal Audit roles from November 2014 to August 2021 at Crawford & Company, a publicly traded global provider of claims management and outsourcing solutions to insurance companies and self-insured entities with an expansive network serving clients in more than 70 countries. Prior to joining Crawford & Company, Mr. Zeek also served in Controller and Senior Accountant roles at a software company and a multifamily development & construction company. Mr. Zeek began his career at PricewaterhouseCoopers LLP (PwC) in the Audit practice. He earned his Bachelor of Business Administration in Accountancy from Auburn University, his Master of Sciences Accounting from the University of Notre Dame, and is a Certified Public Accountant (CPA).

Henry “Hank” Nance, Chief Operating Officer. Mr. Nance, age 54, has been our Chief Operating Officer since September 18, 2014. Mr. Nance began his career at Boxlight Inc. in 1999 and served as the Company’s President from 2009 to 2014. At Boxlight Inc., he developed the company’s first business-to-consumer division, generating over $12 million in sales within the first 24 months of inception. In addition, Mr. Nance has led product development, corporate relations, and negotiations for business-to-consumer and business-to-business products. Prior to Mr. Nance’s tenure at the Boxlight Corp and Inc., he managed commercial and residential construction in the San Juan Islands, Washington, and California.

Jens Holstebro, Executive VP and General Manager for the Americas. Jens Dybdahl Holstebro, age 57, has been our EVP & General Manager, Americas since 2024. Prior to its acquisition by Boxlight, Mr. Holstebro served as CEO & President at FrontRow Calypso LLC. Mr. Holstebro has a vast background in leading start-ups, scale-ups, and multinational corporations across various industries. Mr. Hostebro also has extensive experience guiding EdTech companies through diverse phases, including corporate culture revamps and international business development. Mr. Holstebro’s expertise spans board management, M&A, offshore product development, overseas manufacturing, and process implementation. Mr. Holstebro’s employment with Boxlight ended on January 27th, 2026.

Shaun Marklew, Executive VP and Managing Director for EMEA. Mr. Marklew, age 51, has been our EVP and Managing Director, EMEA since 2024. Mr. Marklew previously served as Chief Technology Officer at Boxlight Corporation from 2020 to 2024. Prior to its acquisition by Boxlight Corporation, Mr. Marklew served as Chief Operating Officer at Sahara Holdings Limited. Mr. Marklew brings over 20 years of experience in the professional audio, video, and interactive technology industry. Mr. Marklew has overseen building the global, multi-award-winning interactive touchscreen and digital signage Clevertouch brand, and continues to leverage that expertise across the Company’s broader solution suite.

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Executive Compensation

SUMMARY COMPENSATION TABLE

The following table sets forth information regarding the compensation of our named executive officers for the years ended December 31, 2025 and 2024:

Name and Principal Position	Year	Salary ($)	Bonus Awards ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)(7)	All other compensation ($)	Total ($)
Dale Strang(1)	2025	400,000	96,800	—	—	85,580	—	582,380
Chief Executive Officer	2024	366,667	175,000	—		400,000	—	941,667
Ryan Zeek(2)	2025	49,242	400	—	—	—	—	49,642
Chief Financial Officer
Mark Starkey(3)	2025	—	—	—	—	—	—	—
Former President	2024	169,460	—	—	—	—	60,647	230,107
Henry Nance(4)	2025	266,500	67,800	9,362	—	32,092	—	375,754
Chief Operating Officer	2024	264,604	76,200	—	—	150,000	—	490,804
Shaun Marklew(5)	2025	297,206	50,631	2,414	—	30,641	24,212	309,394
EVP & Managing Director – EMEA	2024	282,652	62,180	—	—	150,000	13,837	508,669
Jens Holstebro(6) EVP & General Manager – Americas	2024	254,167	48,625	—	—		—	452,792

(1) Mr. Strang was appointed Interim Chief Executive Officer on January 4, 2024 and subsequently Chief Executive Officer on June 7, 2024. Amounts shown for Mr. Strang include his roles as both Interim Chief Executive Officer and Chief Executive Officer Mr. Strang ceased being CEO of the Company on February 17th, 2026. Further, Mr. Strang received $400,000 in 2024 and was given $85,580 of that $400,000 in 2025.

(2) Mr. Zeek was appointed Chief Financial Officer on October 8th, 2025. Amounts included in the table above reflect compensation from October 8, 2025 through December 31, 2025.

(3) Mr. Starkey was appointed as President of the Company in November 2020. On January 28, 2024, Mr. Starkey ceased being President of the Company.

(4) Mr. Nance received $150,000 in 2024 and was given $32,092 of that $150,000 in 2025.

(5) Mr. Marklew received $150,000 in 2024 and was given $30,641 of that $150,000 in 2025.

(6) Mr. Holstebro was appointed as EVP & General Manager — Americas on March 1, 2024. Prior to March 1, 2024, Mr. Holstebro served as head of the Company’s FrontRow product division. Amounts included in the table above reflect compensation from March 1, 2024 through December 31, 2024. Mr. Holstebro ceased being EVP & General Manager — Americas on January 28th, 2026.

(7) The Performance Cycle covers the period from July 1, 2024, through June 30, 2027. LTIP Awards will be paid in cash no later than 30 days after the end of each 12-month period within the Performance Cycle: July 1, 2024 – June 30, 2025; July 1, 2025 – June 30, 2026; and July 1, 2026 – June 30, 2027. Payments will be based on the portion of LTIP Awards vested at the end of each applicable 12-month period and are subject to the Company’s compliance with all covenants under its credit facilities in effect at that time. The Performance Target is defined as the average closing share price of the Company’s Class A common stock over the 30 calendar days immediately preceding the date of this Agreement.

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OUTSTANDING EQUITY AWARDS

The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2025:

Option Awards

Name

Grant Date

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Option Awards
Number of
Securities
Underlying
Unexercised
Options (#)

Unexercisable

Option
Exercise
Price
($)

Option
Expiration
Date

Shaun Marklew

2/10/2023

—

SEC Form DEF 14A filed by Boxlight Corporation