Good morning, welcome to the Dropbox Inc. 2026 Annual Meeting of Stockholders. I'd now like to turn the meeting over to Drew Houston, Dropbox's Co-founder, CEO, and the Chair of its board. Please go ahead, sir.
All right. Good morning. I'm Drew Houston. 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, and I've asked Kara Engelmohr, our General Counsel and Corporate Secretary, to act as secretary and record the minutes. As we did last year, we're conducting our annual stockholder meeting entirely as an audio webcast, and we hope that this virtual format continues to provide greater access for all of our stockholders. I'd like to start by introducing you to the other members of our board of directors who are with us this morning, starting with Karen Peacock, our Lead Independent Director, Lisa Campbell, Warren Jenson, Andrew Moore, and Michael Seibel.
I'd also like to introduce the other representatives of management who are with us here this morning, including Ross Tennenbaum, our Chief Financial Officer, Will Yoon, our Chief Legal Officer, Melanie Rosenwasser, our Chief People Officer, Saman Asheer, our Chief Communications Officer, Ali Dasdan, our Chief Technology Officer, Ashraf Alkarmi, our GM of Core, and Eric Webster, our Chief Business Officer. Also present today are Olivier Gilbeau and Rose Fasher of Ernst & Young, Dropbox's independent auditor. They'll be available to respond to questions during the Q&A portion of our meeting. To preview today's meeting, we'll begin with a formal business portion, during which we'll address the matters described in our 2026 proxy statement, and we'll vote on the proxy proposals. We'll then announce preliminary voting results and adjourn the formal portion of this meeting, and then afterwards, we'll have time for Q&A.
At this point, I'd like to turn the meeting over to Kara, 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 in on our virtual meeting website. Note that we will respond to questions from stockholders following the formal portion of this meeting. Broadridge Financial Solutions has provided an affidavit indicating that our proxy materials were mailed on or about April 7th, 2026, to all holders of Dropbox common stock of record at the close of business on March 26th, 2026, the record date for this meeting. Kathy Wheadon, our Broadridge representative, has been appointed as our Inspector of Elections. Broadridge's affidavit of mailing and Ms. Wheadon's oath will be filed with the meeting's minutes. Ms. Wheadon has advised me that we have present, or represented by proxy, holders of the majority of the voting power of Dropbox's stock entitled to vote at this meeting.
Therefore, in accordance with our 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. However, since the beneficial owner is not the stockholder of record, you may not vote live unless you follow your broker's procedures for obtaining a legal proxy. 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 do not have to do so again unless you'd like to change your vote. After voting has been completed on all matters on the agenda, we'll close the polls and provide the preliminary report. It is now 9:03 A.M. Pacific daylight time, and the polls are open for voting.
We have four matters properly before the meeting. You can find detailed information about each in our proxy statement. The first is to elect seven directors, Drew Houston, Lisa Campbell, Warren Jenson, Andrew Moore, Abhay Parasnis, Karen Peacock, and Michael Seibel, to serve as directors of Dropbox until next year's annual meeting and until their successors are duly elected and qualified. Each of these nominees was proposed by the board. No nominees were submitted by stockholders. The board unanimously recommends a vote for each of these nominees. The second matter is a proposal to ratify the appointment of Ernst & Young as Dropbox's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The board unanimously recommends a vote for this proposal.
The third matter is a proposal to approve, on an advisory basis, the compensation of Dropbox's named executive officers, more commonly known as say on pay. The board unanimously recommends a vote for this proposal. The fourth matter is a proposal to amend and restate Dropbox's articles of incorporation to waive jury trials for internal actions together with contextual and other ministerial changes. The board unanimously recommends a vote for this proposal. The polls are about to close, so if you've not yet voted, please do so. The preliminary results will be reported shortly. It is now 9:05 A.M. Pacific daylight time, and the polls are closed. No additional ballots, proxies, or votes, and no further changes or revocations will be accepted. As a preliminary report on the voting results, each of the director nominees has received a plurality of the votes.
A majority of the voting power of the shares present or represented by proxy and entitled to vote have been cast in favor of proposals two and three, the proposal to ratify Ernst & Young and the advisory proposal regarding the compensation of our named executive officers. At least 2/3 of the voting power of the outstanding shares of our common stock entitled to vote, voting together as a single class, have been cast in favor of proposal number four, the proposal to amend and restate Dropbox's articles of incorporation to waive jury trials for internal actions. Accordingly, all director nominees have been elected. Proposals two, three, and four have passed. These voting results are preliminary only. The final results will be reported in a Form 8-K filed with the SEC and in the report of the Inspector of Elections, which will be filed with this meeting's minutes.
All right. Thank you, Kara. I want to thank our shareholders for attending today. We appreciate your continued support. We've now adjourned the formal portion of the meeting. We'll respond to stockholder questions. Kara, do we have any questions?
No questions.
All right. With no further business, this meeting is adjourned. Thanks, everyone.
The meeting has now concluded. Thank you for joining, and have a pleasant day.