AGM 2020

May 21, 2020

Good morning and welcome to the Dropbox Inc. Twenty twenty Annual Meeting of Stockholders. I'd now like to turn the meeting over to Drew Houston, Dropbox Co Founder and Chief Executive Officer and the Chair of its Board. Please go ahead, sir. Thank you. Good morning everyone. I'm Drew Houston and it's my pleasure to call to order and welcome you to our Annual Meeting of Stockholders. As provided in our bylaws I'll act as Chair of this meeting. I've asked Bart Voltmer, our Chief Legal Officer, to act as Secretary and record the minutes. This year, we're conducting our Annual Stockholder Meeting entirely via entirely as an audio webcast. And given the ongoing recommendations for social distancing in connection with COVID-nineteen, we hope that holding the meeting virtually will provide greater access for all of our stockholders to participate. I'd like to start by introducing you to the other members of our Board of Directors who are with us this morning, Don Blair, our Lean Independent Director Lisa Campbell Paul Jacobs Bob Milad Karen Peacock, Condoleezza Rice and Brian Shrier. I'd also like to introduce the other representatives of management who are with us this morning. Ajay Vashi, our Chief Financial Officer Bart Volkmer, our Chief Legal Officer Bart Mederata, our Chief Technology Officer Ling Ma Wu, our Chief Communications Officer Melanie Collins, our Vice President of People Olivia Nadabom, our Chief Operating Officer and Timothy Young, our Senior Vice President and General Manager of our core business. Also present today is Chris Anger of Arsen Young, Dropbox's independent auditor. He'll be available to respond to appropriate questions from stockholders during the Q and A portion of our meeting. As an overview of today's meeting, we'll begin with the formal business portion during which we'll address the matters described in our 2020 proxy statement and vote on the proxy proposals. We'll then announce preliminary voting results and adjourn the formal portion of this meeting. Afterward we'll have time for Q and A. At this point I'd like to turn over the meeting to Bart who will conduct the formal portion of the meeting. Thanks Drew. Just a reminder that we've adopted rules of conduct for this meeting, a copy of which is linked on our virtual meeting website and we ask everyone to read and follow them. In particular, during the formal portion of this meeting, questions from stockholders should pertain to the proposals being considered. Stockholders wishing to ask other questions will be given an opportunity to do so following this meeting. Broadridge Financial Solutions has indicated via an affidavit that the notice of Internet availability of our proxy materials was mailed on 04/07/2020 to all holders of Dropbox common stock of record at the close of business on 03/23/2020, the record date for this meeting. Also, a copy of our list of stockholders is available on our virtual meeting website. Kathy Weeden, a representative of Broadridge Financial Solutions, has been appointed as inspector of elections for this meeting. She's taken and signed an oath and will examine and tabulate proxies and ballots at this meeting. Broadridge's affidavit of mailing and Ms. Whedon's oath will be filed with the minutes of this meeting. Ms. Whedon has advised me that we have present or represented by proxy holders of a majority of the voting power of the company's class a and Class B common stock issued an outstanding and entitled to vote at this meeting. Therefore, in accordance with the company's bylaws, we have a quorum present, and today's meeting is duly convened and open for business. All stockholders entitled to vote at this meeting have the ability to do so online. If you're a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so via the website used to access this meeting. If you previously voted, you don't have to do so again unless you'd like to change your vote. After voting has been completed and on all matters on the agenda, we'll close the polls and Ms. Whedon will provide her preliminary report. We have three matters properly before the meeting. Detailed information concerning each of these proposals is contained in the proxy statement made available to Dropbox's stockholders. The first is to elect Andrew Houston, Lisa Campbell, Don Blair, Paul Jacobs, Karen Peacock, Robert Mylod, Condoleezza Rice and Brian Schrier to serve as directors of the company until next year's annual meeting. Each of these nominees were proposed by the Board of Directors. No nominees were submitted by the stockholders. The Board of Directors unanimously recommends a vote for each of the nominees. The second matter is a proposal to ratify the appointment of Ernst and Young LLP, an independent registered public accounting firm, as Dropbox's auditors for the fiscal year ending 12/31/2020. The Board of Directors unanimously recommends a vote for this proposal. The third matter is a proposal to approve a nonbinding advisory vote regarding the compensation of the company's named executive officers, more commonly known as say on pay. The Board of Directors unanimously recommends a vote for this proposal. It is now 09:05 a. M. Pacific Time and the polls are open for voting. As a reminder, please enter any questions about the proposals or voting procedures online and if appropriate, we'll read them aloud. Are there any questions about the proposals? No, there are no questions at this time. Thank you. The polls are about to close, so if you have not voted, please do so. The preliminary results will be reported shortly. It is now 09:05 a. M. Pacific Time and the polls for each matter to be voted on at this meeting are now closed. No additional ballots, proxies or votes and no additional changes or replications will be accepted. As a preliminary report on the voting results, each of the director nominees has received a plurality of the votes and a majority of the votes present and entitled to vote have been cast in favor of the proposal to ratify Ernst and Young as our independent public accounting firm as well as the advisory proposal regarding the compensation of our named executive officers. Accordingly, all director nominees have been elected and each of the other proposals has passed. These voting results are preliminary only. The final results will be reported in a Form eight ks filed with the SEC and in the report of the Inspector of Elections which will be filed with the minutes of this meeting. All right. Thank you Bart. And now we'll move on to the general Q and A portion of the meeting. Do we have any questions at this time? Nope. There are no questions. All right. Well, want to thank all of you for attending today. We appreciate your continued support of Dropbox and this meeting is adjourned.