Shareholders at Dropbox (NASDAQ: DBX) approve charter changes and pay

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Dropbox, Inc. held its 2026 Annual Meeting of Stockholders on May 21, 2026, where all proposals received the required approvals. Stockholders elected seven directors, each receiving over 764 million "for" votes, with Andrew Moore and Abhay Parasnis both topping 882 million.

Stockholders ratified Ernst & Young LLP as auditors for the fiscal year ending December 31, 2026, with about 889 million votes in favor. They also approved, on an advisory basis, compensation for the named executive officers and approved an amendment and restatement of the articles of incorporation to waive jury trials for internal actions, along with contextual and ministerial changes.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Auditor ratification votes for: 889,057,414 votes Say-on-pay votes for: 878,049,859 votes Charter amendment votes for: 857,730,370 votes +3 more

6 metrics

Auditor ratification votes for 889,057,414 votes Ernst & Young LLP ratified as auditor for year ending December 31, 2026

Say-on-pay votes for 878,049,859 votes Advisory approval of named executive officer compensation

Charter amendment votes for 857,730,370 votes Approval to waive jury trials for internal actions

Director with highest support 883,103,191 votes for Andrew Moore director election at 2026 Annual Meeting

Director with lowest support 764,234,894 votes for Karen Peacock director election at 2026 Annual Meeting

Broker non-votes on key items 7,504,514 votes Appeared on director elections, say-on-pay, and charter amendment

Key Terms

broker non-votes, advisory basis, named executive officers, Amended and Restated Articles of Incorporation, +1 more

5 terms

broker non-votes financial

"For | Withhold | Broker Non-Votes Lisa Campbell | 814,113,740 | 70,388,400 | 7,504,514"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"to approve, on an advisory basis, the compensation of the Company’s named executive officers"

named executive officers financial

"to approve, on an advisory basis, the compensation of the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Amended and Restated Articles of Incorporation regulatory

"The complete text of our Amended and Restated Articles of Incorporation is filed as Exhibit 3.1"

A company's amended and restated articles of incorporation are an updated, single-version legal document that replaces its original founding papers to reflect changes in the company’s basic rules—like its capital structure, classes of stock, voting rights, or board arrangements. Investors care because these updates can change who controls the company, how dividends or profits are shared, or whether existing shares are diluted; think of it as an updated blueprint that can alter ownership and value.

independent registered public accounting firm financial

"to ratify the appointment of Ernst & Young LLP, an independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/26/2026 - 04:06 PM

FAQ

What did Dropbox (DBX) shareholders decide at the 2026 annual meeting?

Dropbox shareholders approved all 2026 Annual Meeting proposals, including electing seven directors, ratifying Ernst & Young LLP as auditors, approving executive compensation on an advisory basis, and amending the articles of incorporation to waive jury trials for internal actions with additional contextual and ministerial changes.

Which directors were elected at Dropbox’s 2026 shareholder meeting?

Shareholders elected seven directors: Lisa Campbell, Andrew W. Houston, Warren Jenson, Andrew Moore, Abhay Parasnis, Karen Peacock, and Michael Seibel. Each nominee received a substantial majority of votes cast in favor, with Andrew Moore receiving 883,103,191 "for" votes and only 1,398,949 votes withheld.

Did Dropbox (DBX) shareholders approve the company’s executive compensation in 2026?

Yes. Dropbox shareholders approved, on an advisory basis, the compensation of the company’s named executive officers. The proposal received 878,049,859 votes "for", 6,378,683 votes "against", 73,598 abstentions, and 7,504,514 broker non-votes at the 2026 Annual Meeting of Stockholders.

Who will audit Dropbox’s financial statements for the year ending December 31, 2026?

Ernst & Young LLP will audit Dropbox’s financial statements for the year ending December 31, 2026. Shareholders ratified their appointment with 889,057,414 votes "for", 2,875,768 "against", and 73,472 abstentions, confirming continued engagement of this independent registered public accounting firm.

What charter change regarding jury trials did Dropbox (DBX) shareholders approve?

Shareholders approved an amendment and restatement of Dropbox’s articles of incorporation to waive jury trials for internal actions. The proposal received 857,730,370 votes "for", 26,626,140 "against", 145,630 abstentions, and 7,504,514 broker non-votes, along with contextual and ministerial updates.

Where can investors find Dropbox’s amended and restated articles of incorporation?

Investors can review Dropbox’s amended and restated articles of incorporation in Exhibit 3.1 to the related report. The filing specifies that the complete text of the Amended and Restated Articles of Incorporation is included as Exhibit 3.1 under the exhibits section.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 21, 2026

Date of Report (date of earliest event reported)

DROPBOX, INC.

(Exact name of Registrant as specified in its charter)


Nevada	001-38434	26-0138832
(State or other jurisdiction of incorporation)	(Commission File Number)	(I. R. S. Employer Identification No.)

1800 Owens St.

San Francisco, California 94158

(Address of principal executive offices)

(415) 930-7766

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Class A Common Stock, par value $0.00001 per share

DBX

The NASDAQ Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 21, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Dropbox, Inc. (the “Company”), the Company’s stockholders voted upon the following proposals described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2026: (1) to elect seven directors to the Board of Directors of the Company 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, an independent registered public accounting firm, as auditors for the fiscal year ending December 31, 2026; (3) to approve, on an advisory basis, the compensation of the Company’s named executive officers; and (4) to approve an amendment and restatement of the Company’s articles of incorporation to waive jury trials for internal actions, together with contextual and other ministerial changes.

All nominated directors were elected, and proposals 2, 3 and 4 were approved by the required stockholder vote. The final voting results with respect to each proposal are as set forth below.

(1) Proposal for election of seven directors:


	For	Withhold	Broker Non-Votes
Lisa Campbell	814,113,740	70,388,400	7,504,514
Andrew W. Houston	846,246,817	38,255,323	7,504,514
Warren Jenson	838,943,164	45,558,976	7,504,514
Andrew Moore	883,103,191	1,398,949	7,504,514
Abhay Parasnis	882,991,036	1,511,104	7,504,514
Karen Peacock	764,234,894	120,267,246	7,504,514
Michael Seibel	880,713,655	3,788,485	7,504,514

(2) Proposal to ratify Ernst & Young LLP as auditors for the fiscal year ending December 31, 2026:


For	Against	Abstain
889,057,414	2,875,768	73,472

(3) Proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers:


For	Against	Abstain	Broker Non-Votes
878,049,859	6,378,683	73,598	7,504,514

(4) Proposal to approve an amendment and restatement of our articles of incorporation to waive jury trials for internal actions, together with contextual and other ministerial changes:


For	Against	Abstain	Broker Non-Votes
857,730,370	26,626,140	145,630	7,504,514

The complete text of our Amended and Restated Articles of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:


Exhibit No.						Exhibit Description
3.1						Amended and Restated Articles of Incorporation of the Registrant

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 26, 2026


Dropbox, Inc.
/s/ William Yoon
William Yoon
Chief Legal Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents