Dropbox Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$DBX
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I. R. S. Employer Identification No.) | ||||||
(Address of principal executive offices)
(415 ) 930-7766
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||||||||
| (Nasdaq Global Select Market) | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 15, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Dropbox, Inc. (the “Company”), the Company’s stockholders voted upon the following proposals described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 15, 2025: (1) to elect eight directors to the Board of Directors of the Company to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified; (2) to ratify the appointment of Ernst & Young LLP, an independent registered public accounting firm, as auditors for the fiscal year ending December 31, 2025; (3) to approve, on an advisory basis, the compensation of the Company’s named executive officers; (4) to approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers; and (5) to vote on a stockholder proposal to impose vesting provisions on our Class B common stock.
All nominated directors were elected, proposals 2 and 3 were approved by the required stockholder vote, stockholders selected "1 Year" for proposal 4 and proposal 5 did not pass. The final voting results with respect to each proposal is as set forth below.
(1) Proposal for election of eight directors:
| For | Withhold | Broker Non-Votes | |||||||||||||||
| Lisa Campbell | 839,338,982 | 100,452,014 | 9,717,315 | ||||||||||||||
| Andrew W. Houston | 874,421,576 | 65,369,420 | 9,717,315 | ||||||||||||||
| Paul E. Jacobs | 818,212,893 | 121,578,103 | 9,717,315 | ||||||||||||||
| Warren Jenson | 938,464,102 | 1,326,894 | 9,717,315 | ||||||||||||||
| Andrew Moore | 934,786,903 | 5,004,093 | 9,717,315 | ||||||||||||||
| Abhay Parasnis | 934,327,031 | 5,463,965 | 9,717,315 | ||||||||||||||
| Karen Peacock | 934,400,706 | 5,390,290 | 9,717,315 | ||||||||||||||
Michael Seibel | 934,428,142 | 5,362,854 | 9,717,315 | ||||||||||||||
(2) Proposal to ratify Ernst & Young LLP as auditors for the fiscal year ending December 31, 2025:
| For | Against | Abstain | |||||||||||||||
| 945,804,143 | 3,455,175 | 248,993 | |||||||||||||||
(3) Proposal to approve, on an advisory basis, the compensation of the Company's named executive officers:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 927,886,541 | 11,632,621 | 271,834 | 9,717,315 | |||||||||||||||||
(4) Proposal to approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 936,670,310 | 21,535 | 2,969,938 | 129,213 | 9,717,315 | ||||||||||||||||||||||
The Company has determined to hold stockholder advisory votes on the compensation of named executive officers every 1 year.
(5) Stockholder proposal to impose vesting provisions on our Class B common stock:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 90,393,282 | 848,488,025 | 909,689 | 9,717,315 | |||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 19, 2025
| Dropbox, Inc. | ||
| /s/ William Yoon | ||
| William Yoon | ||
| Chief Legal Officer | ||