On this page of StockholderLetter.com we present the latest annual shareholder letter from DROPBOX, INC. — ticker symbol DBX. Reading current and past DBX letters to shareholders can bring important insights into the investment thesis.
2025 Annual Report and Notice of Annual Meeting and Proxy Statement Annual Meeting to be held on May 21, 2026
DROPBOX, INC. 1800 OWENS STREET SAN FRANCISCO, CALIFORNIA 94158 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS to be held at 9:00 am Pacific Time on Thursday, May 21, 2026 Dear Stockholders of Dropbox, Inc.: We cordially invite you to attend the 2026 annual meeting of stockholders (the Annual Meeting ) of Dropbox, Inc., a Nevada corporation, to be held on May 21, 2026 at 9:00 am Pacific Time. The Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/DBX2026, where you will be able to listen to the meeting live, submit questions and vote online. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by telephone, or by mail. We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement: 1. To elect seven directors 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 as our independent registered public accounting firm for our fiscal year ending December 31, 2026; 3. To approve, on an advisory basis, the compensation of our named executive officers; 4. To approve an amendment and restatement of our articles of incorporation (our "Articles") to waive jury trials for internal actions, together with contextual and other ministerial changes; and 5. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. Our board of directors has fixed the close of business on March 26, 2026 as the record date for the Annual Meeting. Stockholders of record on March 26, 2026 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. The accompanying proxy statement and our annual report can be accessed by visiting: www.proxyvote.com. You will be asked to enter the 16-digit control number located on your proxy card. YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone, or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. By order of the Board of Directors, Andrew W. Houston Chief Executive Officer, Co-Founder, and Chair of the Board San Francisco, California April 7, 2026 Dropbox, Inc. Proxy Statement and Notice of 2026 Annual Meeting of Stockholders
TABLE OF CONTENTS Page GENERAL INFORMATION 1 BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 8 Nominees for Director 9 Non-Continuing Director 13 Director Independence 14 Board Leadership Structure and Role of the Lead Independent Director 14 Board Committees 16 Attendance at Board and Stockholder Meetings 19 Compensation Committee Interlocks and Insider Participation 19 Considerations in Evaluating Director Nominees 19 Board Evaluations 20 Stockholder Recommendations and Nominations to the Board of Directors 20 Communications with the Board of Directors 20 Corporate Governance Guidelines and Code of Business Conduct and Ethics 21 Stock Ownership Guidelines 21 Role of Board in Risk Oversight Process 21 Cybersecurity and Data Privacy Governance 22 Corporate Responsibility 23 Director Compensation 25 PROPOSAL NO. 1 ELECTION OF DIRECTORS 29 Nominees 29 Vote Required 29 PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 30 Fees Paid to the Independent Registered Public Accounting Firm 30 Auditor Independence 31 Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm 31
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DBX Shareholder/Stockholder Letter Transcript:

2025 Annual Report
and Notice of Annual
Meeting and Proxy
Statement
Annual Meeting to be held on May 21, 2026


DROPBOX, INC.
1800 OWENS STREET
SAN FRANCISCO,
CALIFORNIA 94158
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held at 9:00 am Pacific Time on Thursday, May 21, 2026
Dear Stockholders of Dropbox, Inc.:
We cordially invite you to attend the 2026 annual meeting of stockholders (the    Annual Meeting   ) of Dropbox, Inc., a
Nevada corporation, to be held on May 21, 2026 at 9:00 am Pacific Time. The Annual Meeting will be conducted virtually via
live audio webcast. You will be able to attend the Annual Meeting virtually by visiting
www.virtualshareholdermeeting.com/DBX2026, where you will be able to listen to the meeting live, submit questions and
vote online.
Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting.
Therefore, we urge you to promptly vote and submit your proxy via the Internet, by telephone, or by mail.
We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy
statement:
1.
To elect seven directors 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 as our independent registered public accounting firm for our fiscal year
ending December 31, 2026;
3.
To approve, on an advisory basis, the compensation of our named executive officers;
4.
To approve an amendment and restatement of our articles of incorporation (our "Articles") to waive jury trials for
internal actions, together with contextual and other ministerial changes; and
5.
To transact such other business as may properly come before the Annual Meeting or any adjournments or
postponements thereof.
Our board of directors has fixed the close of business on March 26, 2026 as the record date for the Annual Meeting.
Stockholders of record on March 26, 2026 are entitled to notice of and to vote at the Annual Meeting. Further information
regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
The accompanying proxy statement and our annual report can be accessed by visiting: www.proxyvote.com. You will be
asked to enter the 16-digit control number located on your proxy card.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your
vote via the Internet, telephone, or mail as soon as possible to ensure your shares are represented. For additional
instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not
deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.
By order of the Board of Directors,
Andrew W. Houston
Chief Executive Officer, Co-Founder, and Chair of the Board
San Francisco, California
April 7, 2026
Dropbox, Inc. Proxy Statement and Notice of 2026 Annual Meeting of Stockholders


TABLE OF CONTENTS
Page
GENERAL INFORMATION
1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
8
Nominees for Director
9
Non-Continuing Director
13
Director Independence
14
Board Leadership Structure and Role of the Lead Independent Director
14
Board Committees
16
Attendance at Board and Stockholder Meetings
19
Compensation Committee Interlocks and Insider Participation
19
Considerations in Evaluating Director Nominees
19
Board Evaluations
20
Stockholder Recommendations and Nominations to the Board of Directors
20
Communications with the Board of Directors
20
Corporate Governance Guidelines and Code of Business Conduct and Ethics
21
Stock Ownership Guidelines
21
Role of Board in Risk Oversight Process
21
Cybersecurity and Data Privacy Governance
22
Corporate Responsibility
23
Director Compensation
25
PROPOSAL NO. 1   ELECTION OF DIRECTORS
29
Nominees
29
Vote Required
29
PROPOSAL NO. 2   RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
30
Fees Paid to the Independent Registered Public Accounting Firm
30
Auditor Independence
31
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent
Registered Public Accounting Firm
31


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