Dropbox Inc-A 2025年度报告

Annual Meeting to be held on May21, 2026 DROPBOX, INC.1800 OWENS STREETSAN FRANCISCO,CALIFORNIA 94158 NOTICE OF ANNUAL MEETING OF STOCKHOLDERSto be held at 9:00 am Pacific Time on Thursday, May 21, 2026 Dear Stockholders of Dropbox, Inc.: We cordially invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Dropbox, Inc., aNevada corporation, to be held on May 21, 2026 at 9:00 am Pacific Time. The Annual Meeting will be conducted virtually vialive audio webcast. You will be able to attend the Annual Meeting virtually by visitingwww.virtualshareholdermeeting.com/DBX2026, where you will be able to listen to the meeting live, submit questions andvote online. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting.Therefore, we urge you to promptly vote and submit your proxy via the Internet, by telephone, or by mail. We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxystatement: 1.To elect seven directors to serve until the next annual meeting of stockholders and until their successors are dulyelected and qualified;2.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal yearending December 31, 2026;3.To approve, on an advisory basis, the compensation of our named executive officers;4.To approve an amendment and restatement of our articles of incorporation (our "Articles") to waive jury trials forinternal actions, together with contextual and other ministerial changes; and5.To transact such other business as may properly come before the Annual Meeting or any adjournments orpostponements thereof. Our board of directors has fixed the close of business on March 26, 2026 as the record date for the Annual Meeting.Stockholders of record on March 26, 2026 are entitled to notice of and to vote at the Annual Meeting. Further informationregarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. The accompanying proxy statement and our annual report can be accessed by visiting: www.proxyvote.com. You will beasked to enter the 16-digit control number located on your proxy card. YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit yourvote via the Internet, telephone, or mail as soon as possible to ensure your shares are represented. For additionalinstructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does notdeprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. By order of the Board of Directors, Andrew W. HoustonChief Executive Officer, Co-Founder, and Chair of the BoardSan Francisco, California April 7, 2026 TABLE OF CONTENTS GENERAL INFORMATION BOARD OF DIRECTORS AND CORPORATE GOVERNANCE Nominees for Director9Non-Continuing Director13Director Independence14Board Leadership Structure and Role of the Lead Independent Director14Board Committees16Attendance at Board and Stockholder Meetings19Compensation Committee Interlocks and Insider Participation19Considerations in Evaluating Director Nominees19Board Evaluations20Stockholder Recommendations and Nominations to the Board of Directors20Communications with the Board of Directors20Corporate Governance Guidelines and Code of Business Conduct and Ethics21Stock Ownership Guidelines21Role of Board in Risk Oversight Process21Cybersecurity and Data Privacy Governance22Corporate Responsibility23Director Compensation25 PROPOSAL NO. 1—ELECTION OF DIRECTORS Nominees Vote Required PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM Fees Paid to the Independent Registered Public Accounting Firm Auditor Independence Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of IndependentRegistered Public Accounting Firm TABLE OF CONTENTS (continued) Vote Required31 Report of the Audit Committee32 PROPOSAL NO. 3—ADVISORY VOTE ON THE COMPENSATION OF OUR NAMEDEXECUTIVE OFFICERS Vote Required PROPOSAL NO. 4 - PROPOSAL TO APPROVE AN AMENDMENT ANDRESTATEMENT OF OUR ARTICLES (JURY TRIAL WAIVER) EXECUTIVE OFFICERS EXECUTIVE COMPENSATION Compensation Discussion and Analysis38Executive Summary38Executive Compensation Philosophy and Objectives40Compensation-Setting Process41Compensation Elements46Employment Arrangements54Post-Employment Compensation55Tax and Accounting Considerations55Report of the Compensation Committee57Compensation Risk Assessment58Summary Compensation Table for Fiscal Year 202559Grants of Plan-Based Awards in 202560Outstanding Equity Awards at 2025 Year-End61Co-Founder Grant61Option Exercises and Stock Vested in 202562Potential Payments on Termination or Change in Control62 TABLE OF CONTENTS (continued) PageCEO Pay Ratio66Pay Versus Performance67EQUITY COMPENSATION PLAN INFORMATION