Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) Departure of Director
On July 28, 2021, Robert J. Mylod resigned as a member of the Board of Directors
(the "Board") of Dropbox, Inc. (the "Company"). Mr. Mylod's resignation as a
director was not the result of any disagreement with the Company on any matter
relating to the Company's operations, policies or practices.
"Bob has been a key partner through some of our biggest transformations as a
company," said Dropbox Co-Founder and Chief Executive Officer Drew Houston.
"From our IPO to our HelloSign and DocSend acquisitions to our shift to
distributed work, Bob's leadership, financial acumen, and long-term perspective
have been invaluable in helping us get to where we are today. On behalf of the
Dropbox team, I'd like to thank Bob for his guidance and support and wish him
well in his next endeavor."
"It's been a privilege to serve on the Dropbox Board over the past seven years,"
said Mr. Mylod. "This is a team that is laser-focused on its mission and on
seizing the incredible opportunity in front of it to shape how we experience
work for the better. I'm proud of all that we've accomplished together and look
forward to celebrating the company's future successes."
(d) Election of Director
On July 28, 2021, the Board appointed Sara Mathew to serve as a member of the
Board. She was also appointed to the Audit Committee of the Board, and the
Compensation Committee of the Board, replacing Mr. Mylod upon his departure.
"I'm thrilled to have Sara join our Board," said Mr. Houston. "She's
well-regarded for her impressive depth of experience and leadership in building
and growing storied brands. Sara's strong financial and business expertise will
be a huge benefit to us as we tackle the opportunity ahead and deliver even more
value to our customers."
"I've been a steadfast Dropbox user for years, and I'm honored to join the
company's board," said Ms. Mathew. "It's a ubiquitous brand with a team that is
known for building products that make people's lives easier. Dropbox is on the
cutting edge of the future of work, and I believe the company has a long runway
ahead. I look forward to being part of such an exciting chapter in the Dropbox
There are no arrangements or understandings between Ms. Mathew and any other
person, in each case, pursuant to which Ms. Mathew was appointed to serve on the
Board. There are no family relationships between Ms. Mathew and any other
director or executive officer of the Company and there have been no transactions
between Ms. Mathew and the Company in the last fiscal year, and none are
currently proposed, that would require disclosure under Item 404(a) of
Ms. Mathew will receive the standard compensation available to the Company's
current non-employee directors, which is discussed in the Company's Proxy
Statement filed with the Securities and Exchange Commission ("SEC") on April 7,
2020. In accordance with the Company's customary practice, the Company will also
enter into its standard form of indemnification agreement with Ms. Mathew, which
agreement is filed as Exhibit 10.1 to the Company's Registration Statement on
Form S-1 (File No. 333-223182) filed with the SEC on February 23, 2018.
A copy of the blog post announcing Ms. Mathew's appointment to the Board is
attached hereto as Exhibit 99.1.
For additional information, see the blog post attached as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 9.01 - Financial Statements and Exhibits
Exhibit No. Exhibit Description
99.1 Blog post published by Dropbox, Inc. on July 29, 2021.
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