dbx-20260407

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 x

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))

x			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material under §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):


x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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 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			6

Nominees for Director			7

Non-Continuing Director			11

Director Independence			12

Board Leadership Structure and Role of the Lead Independent Director			12

Board Committees			13

Attendance at Board and Stockholder Meetings			15

Compensation Committee Interlocks and Insider Participation			16

Considerations in Evaluating Director Nominees			16

Board Evaluations			16

Stockholder Recommendations and Nominations to the Board of Directors			16

Communications with the Board of Directors			17

Corporate Governance Guidelines and Code of Business Conduct and Ethics			17

Stock Ownership Guidelines			17

Role of Board in Risk Oversight Process			18

Cybersecurity and Data Privacy Governance			18

Corporate Responsibility			19

Director Compensation			21

PROPOSAL NO. 1—ELECTION OF DIRECTORS			25

Nominees			25

Vote Required			25

PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			26

Fees Paid to the Independent Registered Public Accounting Firm			26

Auditor Independence			27

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			27

Vote Required			27

Report of the Audit Committee			28

PROPOSAL NO. 3—ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			29

Vote Required			29

TABLE OF CONTENTS

TABLE OF CONTENTS (continued)


			Page


PROPOSAL NO. 4 - PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT OF OUR ARTICLES (JURY TRIAL WAIVER)			30

Overview and Background			30

Description of Proposed Amendments			30

Text of Proposed New Article			31

Vote Required			31

EXECUTIVE OFFICERS			32

EXECUTIVE COMPENSATION			33

Compensation Discussion and Analysis			33

Executive Summary			33

Executive Compensation Philosophy and Objectives			36

Compensation-Setting Process			36

Compensation Elements			40

Employment Arrangements			48

Post-Employment Compensation			49

Tax and Accounting Considerations			49

Report of the Compensation Committee			51

Compensation Risk Assessment			52

Summary Compensation Table for Fiscal Year 2025			53

Grants of Plan-Based Awards in 2025			54

Outstanding Equity Awards at 2025 Year-End			55

Co-Founder Grant			55

Option Exercises and Stock Vested in 2025			56

Potential Payments on Termination or Change in Control			56

CEO Pay Ratio			59

Pay Versus Performance			60

EQUITY COMPENSATION PLAN INFORMATION			65

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			66

CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS			68

Policies and Procedures for Related Person Transactions			68

TABLE OF CONTENTS

TABLE OF CONTENTS (continued)


			Page

OTHER MATTERS			69

Section 16(a) Beneficial Ownership Reporting Compliance			69

Fiscal Year 2025 Annual Report and SEC Filings			69

APPENDIX A			A-1

Reconciliation of GAAP financial measures to non-GAAP financial measures			A-1

APPENDIX B			B-1

Redline of P roposed A mended and R estated Articles			B-1

TABLE OF CONTENTS

GENERAL INFORMATION

DROPBOX, INC.

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

to be held at 9:00 am Pacific Time on Thursday,

May 21, 2026

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2026 annual meeting of stockholders of Dropbox, Inc., a Nevada corporation, and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on Thursday, 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. Our proxy statement and 2025 annual report are first being mailed on or about April 7, 2026 to all stockholders entitled to vote at the Annual Meeting.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

What matters am I voting on?

You are being asked to vote on:

•the election of seven directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified;

•a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;

•a proposal to approve, on an advisory basis, the compensation of our named executive officers;

•a proposal to approve an amendment and restatement of our Articles to waive jury trials for internal actions, together with contextual and other ministerial changes; and

•any other business as may properly come before the Annual Meeting.

How does the board of directors recommend I vote on these proposals?

Our board of directors recommends a vote:

•“FOR” the election of each director nominee named in this proxy statement;

•“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;

•“FOR” the approval, on an advisory basis, of the compensation of our named executive officers; and

•"FOR" the amendment and restatement of our Articles to waive jury trials for internal actions, together with contextual and other ministerial changes.


Dropbox, Inc. Proxy Statement and Notice of 2026 Annual Meeting of Stockholders			1

TABLE OF CONTENTS

GENERAL INFORMATION (continued)

How many votes are needed for approval of each proposal?

•Proposal No. 1: Each director is elected by a plurality of the votes of the shares present virtually or represented by proxy at the meeting and entitled to vote on the election of directors at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of the vote. “Plurality” means that the seven nominees who receive the largest number of votes cast “for” such nominees are elected as directors. As a result, any shares not voted “for” a particular nominee (whether as a result of a withhold vote or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “For” or “Withhold” on each of the nominees for election as a director.

•Proposal No. 2: The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026, requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal.

•Proposal No. 3: The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the

SEC Form DEF 14A filed by Dropbox Inc.