Washington, D.C. 20549



Form 8-K




Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 23, 2019

Date of Report (date of earliest event reported)




(Exact name of Registrant as specified in its charter)




Delaware   001-38434   26-0138832

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I. R. S. Employer

Identification No.)

333 Brannan St.

San Francisco, California 94107

(Address of principal executive offices)

(415) 857-6800

(Registrant’s telephone number, including area code)


(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 each exchange

on which registered

Class A Common Stock, par value of $0.00001 per share   DBX   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 23, 2019, at the 2019 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 9, 2019: (1) to elect eight directors to the Board of Directors of the Company (the “Board”); (2) to ratify the appointment of Ernst & Young LLP, an independent registered public accounting firm, as auditors for the fiscal year ending December 31, 2019; (3) to approve a non-binding advisory vote regarding executive compensation; and (4) to approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers.

All nominated directors were elected and the other proposals were approved by the required stockholder vote. The final voting results with respect to each proposal is as set forth below.

(1) Proposal for election of eight directors:


     For      Withhold      Broker

Donald Blair

     1,891,395,077        32,303,736        64,579,546  

Paul E. Jacobs

     1,887,289,860        36,408,953        64,579,546  

Robert J. Mylod, Jr.

     1,891,430,782        32,268,031        64,579,546  

Condoleezza Rice

     1,891,031,552        32,667,261        64,579,546  

R. Bryan Schreier

     1,891,378,036        32,320,777        64,579,546  

Margaret C. Whitman

     1,887,162,663        36,536,150        64,579,546  

Andrew W. Houston

     1,890,786,580        32,912,233        64,579,546  

Arash Ferdowsi

     1,891,344,148        32,354,665        64,579,546  

(2) Proposal to ratify Ernst & Young LLP as auditors for the fiscal year ending December 31, 2019:







1,986,965,322    489,081    823,956

(3) Proposal to approve a non-binding advisory resolution on the compensation of the named executive officers of the Company:








Broker Non-Votes

1,920,394,228    2,003,697    1,300,888    64,579,546

(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




Broker Non-Votes

1,921,863,976    131,848    1,065,501    637,488    64,579,546

Based on the results of the vote, and consistent with the Board’s recommendation, the Board has determined to hold a non-binding advisory vote regarding executive compensation every year until the next required non-binding advisory vote on the frequency of holding future votes regarding executive compensation.


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 29, 2019


Dropbox, Inc.

/s/ Bart Volkmer

Bart Volkmer

General Counsel