🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for BXP, Inc. Think of it as the official "meeting agenda and handbook" sent to shareholders before their annual meeting. Its main job is to give shareholders all the information they need to vote on key company decisions.

👉 Why it matters: As a BXP shareholder, your vote shapes the company's future. This document tells you what you're voting on and who you're voting for.

🏢 What The Company Does

In simple terms, BXP is a major owner and operator of premium office buildings. They focus on "Class A" office towers in the best locations across the United States.

🏢 The Business: They make money by leasing office space to companies in cities like Boston, New York, San Francisco, and Washington, D.C. They also develop new properties. 🏙️ The Industry: They operate in the commercial real estate sector, specifically the office market, which is currently facing challenges from remote work trends.

🗳️ The Annual Meeting & What You're Voting On

The 2026 Annual Meeting of Shareholders will be held: 📅 Date: Thursday, May 21, 2026 ⏰ Time: 9:00 a.m. Eastern Time 📍 Location: 200 Club, 200 Clarendon Street, 3rd Floor, Boston, Massachusetts 02116

You have three main proposals to vote on:

1. 👍 Elect 11 Directors: Vote to approve the board nominees listed in the filing.
2. 👍 Executive Compensation ("Say on Pay"): A non-binding advisory vote to approve the pay for top executives.
3. 👍 Ratify the Auditor: Vote to confirm the appointment of PricewaterhouseCoopers LLP as the company's independent accounting firm for 2026.

👉 Why it matters: Your vote directly impacts who governs the company, how executives are paid, and who audits the financials. The board recommends voting FOR all three proposals.

👥 Meet the Board Nominees

The company is recommending 11 people for election to the Board of Directors. This board oversees management and makes major strategic decisions.

The Key Nominee: Owen D. Thomas, who is both the Chairman of the Board and the CEO. The board supports combining these roles, believing his leadership provides clear accountability and strategic direction.

A Snapshot of the Board:

• Average Age: 67.1 years
• Average Tenure: 8.4 years
• Gender Diversity: 27% of nominees are women.
• Ethnic Diversity: 18% of nominees are from underrepresented racial or ethnic groups.

Independent Oversight: Joel I. Klein serves as the Lead Independent Director, providing a crucial check and balance since the CEO is also Chairman.

👉 Why it matters: The board's experience and independence are critical for guiding the company through a challenging real estate market.

💰 Executive Compensation Highlights

This section details how much the top executives were paid in 2025. The largest portion of their pay is tied to company performance.

2025 Compensation for the CEO, Owen D. Thomas: 💰 Total Compensation: $16,546,501 This included:

• Salary: $1,000,000
• Stock Awards: Worth about $10.4 million
• Non-Equity Incentive (Cash Bonus): $4.5 million

👉 Why it matters: The "Pay Versus Performance" analysis shows how executive pay aligns with company results. Most of the pay is "at-risk," meaning it depends on hitting goals, not just guaranteed salary.

⚙️ Corporate Governance & Policies

BXP outlines its governance framework, which defines how the company is run and controlled.

Key Governance Highlights:

• Board Committees: The board has four key committees: Audit, Compensation, Nominating & Corporate Governance (NCG), and Sustainability. Each has a specific oversight role.
• Overboarding Policy: Directors cannot serve on more than four public company boards in total (including BXP's). This ensures they have enough time for BXP.
• Risk Oversight: The board oversees major risks, from cybersecurity to market conditions, through its committees and direct reports from management.
• Proxy Access: The company's bylaws allow qualifying shareholders to include director candidates in the proxy materials.

Contact for Board Communication: Shareholders can communicate with the Board or specific committees by mail to:

BXP, Inc. c/o Compliance Officer 800 Boylston Street, Suite 1900 Boston, Massachusetts 02199-8103

👉 Why it matters: Strong governance protects shareholders' interests and ensures the company is managed responsibly and ethically.

📅 Key Dates & How to Vote

🗓️ Record Date: March 25, 2026. You must be a shareholder on this date to vote. 🗳️ Ways to Vote: You can vote by internet, telephone, or mail even if you won't attend in person. Detailed instructions are on your proxy card. 📍 Meeting: May 21, 2026, in Boston. All directors are expected to attend.

👉 Why it matters: If you don't vote, your shares won't be counted. The easiest way is to vote online at www.proxyvote.com.

🧠 The Analogy

Think of this proxy statement as the agenda and candidate bios for a very important Parent-Teacher Association (PTA) meeting. The "parents" (shareholders) are being asked to:

1. Vote for the "school board" (the Directors).
2. Give a thumbs-up on the "principal's" performance and pay (Executive Compensation).
3. Approve who will "audit the school's books" (the Accountant). All the details on how the school is run, its rules, and its challenges are in this handbook so parents can make informed decisions.

🧩 Final Takeaway

This proxy statement is your guide to shaping BXP's future. The central theme is continuity and oversight—re-electing an experienced board and CEO to navigate a tough office real estate market, while a strong independent lead director ensures accountability. Your most important action is to cast your vote on these three proposals.