Dropbox (DBX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 21, 2026, with voting on key proposals including director elections, auditor ratification, executive compensation, and amendments to the articles of incorporation.

• Shareholders of record as of March 26, 2026, are eligible to vote, with Class A shares having one vote and Class B shares ten votes each, voting as a single class.

• The board recommends voting in favor of all proposals, including the election of seven directors, ratification of Ernst & Young LLP as auditor, approval of executive compensation, and an amendment to waive jury trials for internal actions.

Voting matters and shareholder proposals

• Proposals include electing seven directors, ratifying Ernst & Young LLP as auditor, approving executive compensation on an advisory basis, and amending articles to waive jury trials for internal actions.

• Shareholders can submit proposals or nominate directors for the 2027 meeting by following advance notice procedures and SEC rules.

• The board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• The board consists of eight directors, seven of whom are independent; after the meeting, the board will have seven members.

• Board committees include audit, talent and compensation, and nominating and corporate governance, all composed of independent directors.

• The lead independent director role is held by Karen Peacock, providing independent oversight and leadership.

• Annual board and committee evaluations are conducted, with third-party consultants engaged for governance assessments.

• Stock ownership guidelines require directors and executives to hold significant equity stakes.