DEF 14A 1 nc10016962x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2

Dropbox, Inc.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

TABLE OF CONTENTS

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 20, 2021

Dear Stockholders of Dropbox, Inc.:

We cordially invite you to attend the 2021 annual meeting of stockholders (the “Annual Meeting”) of Dropbox, Inc., a Delaware corporation, to be held on May 20, 2021 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/DBX2021, 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, 2021;

3.	To approve, on an advisory basis, the compensation of our named executive officers; and

4.	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 23, 2021 as the record date for the Annual Meeting. Stockholders of record on March 23, 2021 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 Chairman of the Board

San Francisco, California

April 6, 2021

Dropbox, Inc. Proxy Statement and Notice of 2021 Annual Meeting of Stockholders

TABLE OF CONTENTS

				Page
	GENERAL INFORMATION			1
	BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			6
	Nominees for Director			7
	Non-Continuing Directors			10
	Director Independence			11
	Board Leadership Structure and Role of the Lead Independent Director			11
	Board Committees			12
	Attendance at Board and Stockholder Meetings			14
	Compensation Committee Interlocks and Insider Participation			14
	Considerations in Evaluating Director Nominees			14
	Board Evaluations			14
	Stockholder Recommendations and Nominations to the Board of Directors			15
	Communications with the Board of Directors			15
	Corporate Governance Guidelines and Code of Business Conduct and Ethics			15
	Role of Board in Risk Oversight Process			16
	Corporate Responsibility Highlights			16
	Director Compensation			19
	PROPOSAL NO. 1—ELECTION OF DIRECTORS			23
	Nominees			23
	Vote Required			23
	PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			24
	Fees Paid to the Independent Registered Public Accounting Firm			24
	Auditor Independence			25
	Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			25
	Vote Required			25
	Report of the Audit Committee			26
	PROPOSAL NO. 3—ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			27
	Vote Required			27

TABLE OF CONTENTS

TABLE OF CONTENTS (continued)

				Page
	EXECUTIVE OFFICERS			28
	EXECUTIVE COMPENSATION			29
	Compensation Discussion and Analysis			29
	Executive Summary			29
	Executive Compensation Philosophy and Objectives			31
	Compensation-Setting Process			32
	Compensation Elements			36
	Employment Arrangements			42
	Post-Employment Compensation			43
	Hedging and Pledging Prohibitions			43
	Tax and Accounting Considerations			43
	Report of the Compensation Committee			46
	Compensation Risk Assessment			47
	Summary Compensation Table for Fiscal Year 2020			48
	Grants of Plan-Based Awards in 2020			49
	Outstanding Equity Awards at 2020 Year-End			50
	Co-Founder Grants			51
	Option Exercises and Stock Vested in 2020			52
	Potential Payments on Termination or Change in Control			52
	CEO Pay Ratio

SEC Form DEF 14A filed by Dropbox, Inc.