Dropbox (DBX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 15, 2025, to be held virtually, with voting on key corporate matters including director elections, auditor ratification, executive compensation, and a shareholder proposal regarding Class B stock vesting.

• Board recommends voting for all director nominees, for auditor ratification, for executive compensation, for annual say-on-pay votes, and against the shareholder proposal on Class B stock vesting.

• Record date for voting is March 20, 2025; both Class A and Class B shareholders are eligible, with Class B shares carrying 10 votes per share.

Voting matters and shareholder proposals

• Election of eight directors for one-year terms; two current directors are not standing for reelection, reducing board size to eight.

• Ratification of Ernst & Young LLP as independent auditor for 2025.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes (board recommends annual).

• Shareholder proposal to impose vesting provisions on Class B common stock; board recommends voting against, citing legal and practical issues.

Board of directors and corporate governance

• Board consists of ten directors, nine of whom are independent; after the meeting, board will have eight members.

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

• Lead independent director role transitions from Donald Blair to Karen Peacock after the meeting.

• Annual board and committee evaluations are conducted with third-party input.

• Stock ownership guidelines require directors to hold stock equal to five times their annual cash retainer.