Dropbox (DBX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 21, 2026, with voting available online, by phone, or by mail.

• Stockholders will vote on the election of seven directors, ratification of the auditor, executive compensation, and an amendment to the articles of incorporation.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include electing seven directors, ratifying Ernst & Young LLP as auditor, approving executive compensation (say-on-pay), and amending the articles to waive jury trials for internal actions.

• The board recommends a vote FOR all proposals.

• Shareholders can submit proposals for the 2027 meeting by December 8, 2026, and nominate directors following specific advance notice procedures.

Board of directors and corporate governance

• The board consists of eight directors, with seven standing for re-election; six of seven nominees are independent.

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

• The lead independent director presides over executive sessions and board meetings when the chair is not present.

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

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