Dropbox Shareholders Approve Board Slate, Executive Pay and Charter Amendment

Dropbox (NASDAQ:DBX) held its 2026 Annual Meeting of Stockholders as a virtual audio webcast, with shareholders approving all four proposals presented during the formal portion of the meeting, according to preliminary voting results announced by the company.

Drew Houston, Dropbox’s co-founder, chief executive officer and board chair, opened the meeting and said the company again used a fully virtual format, which he said was intended to provide “greater access” for stockholders. Kara Engelmohr, Dropbox’s general counsel and corporate secretary, conducted the formal business portion of the meeting.

Director Nominees Elected

Engelmohr said a quorum was present, with holders of a majority of the voting power of Dropbox stock present or represented by proxy. She said proxy materials were mailed on or about April 7, 2026, to holders of record as of March 26, 2026.

Stockholders voted on the election of seven directors to serve until the next annual meeting and until their successors are elected and qualified. The nominees were Drew Houston, Lisa Campbell, Warren Jenson, Andrew Moore, Abhay Parasnis, Karen Peacock and Michael Seibel. Engelmohr said each nominee was proposed by the board and that no nominees were submitted by stockholders.

According to the preliminary voting report, each director nominee received a plurality of the votes and was elected.

Auditor, Executive Pay and Charter Amendment Approved

Shareholders also approved three additional proposals, all of which had been unanimously recommended by the board:

  • Ratification of Ernst & Young as Dropbox’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2026.
  • Approval, on an advisory basis, of the compensation of Dropbox’s named executive officers, commonly known as “say on pay.”
  • Approval of an amendment and restatement of Dropbox’s articles of incorporation to waive jury trials for internal actions, along with contextual and ministerial changes.

Engelmohr said a majority of the voting power of shares present or represented by proxy and entitled to vote was cast in favor of the auditor ratification and say-on-pay proposals. She also said at least two-thirds of the voting power of outstanding shares entitled to vote, voting together as a single class, supported the proposal to amend and restate the company’s articles of incorporation.

No Stockholder Questions Submitted

Following the formal portion of the meeting, Houston thanked shareholders for attending and said the company appreciated their continued support. Engelmohr said there were no stockholder questions submitted for the question-and-answer portion.

The company said the voting results announced at the meeting were preliminary. Final results will be reported in a Form 8-K filed with the Securities and Exchange Commission and in the report of the inspector of elections, which will be filed with the meeting minutes.

About Dropbox (NASDAQ:DBX)

Dropbox, Inc (NASDAQ: DBX) is a leading provider of cloud-based file storage, collaboration, and productivity tools. Founded in 2007 and headquartered in San Francisco, California, the company offers a suite of services designed to help individuals and organizations securely store, share, and manage digital content. Dropbox has grown from a simple file-syncing application into an integrated collaboration platform used by millions of customers around the globe.

At its core, Dropbox provides cloud storage plans tailored for consumers and businesses.