ThZeal - The Zeal

dbx-20250515

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

May 15, 2025

Date of Report (date of earliest event reported)

DROPBOX, INC.

(Exact name of Registrant as specified in its charter)


Nevada	001-38434	26-0138832
(State or other jurisdiction of incorporation)	(Commission File Number)	(I. R. S. Employer Identification No.)

1800 Owens St.

San Francisco, California 94158

(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Class A Common Stock, par value $0.00001 per share

DBX

The NASDAQ Stock Market LLC

(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