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 December 10, 2020, R. Bryan Schreier resigned as a member of the Board of
Directors (the "Board") of Dropbox, Inc. (the "Company"). Mr. Schreier'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.
"Bryan and the Sequoia team have been instrumental to our success," said Dropbox
Co-founder and Chief Executive Officer Drew Houston. "Bryan was an early
believer in Dropbox as one of our first investors and board members. Now, more
than a decade later, he's become much more - a partner, trusted advisor, and
friend. He's supported us through all of our major milestones, from our first
million users to our IPO. I'm grateful to Bryan and Sequoia for their belief in
Dropbox over the last 13 years, and for their support on our journey."
"It's been an incredible privilege to work with Drew and be a part of the
Dropbox story," said Mr. Schreier. "From the moment I took my seat on the Board
nearly 12 years ago, I knew what a special company Dropbox was and I'm proud of
how much we've accomplished together. Teamwork and partnership are key parts of
Sequoia's ethos, and our relationship with Dropbox for over a decade is a prime
example of those values at work. I'll continue to be a true believer in the
company's mission and its future as it leads the remote work revolution."
(d) Election of Director
On December 10, 2020, the Board appointed Michael Seibel to serve as a member of
the Board and the Compensation Committee of the Board.
"I'm excited to welcome Michael to our Board," said Mr. Houston. "I've known him
for many years, and have always been impressed by his career as an accomplished
entrepreneur, investor, and respected advisor for hundreds of companies. His
deep connection to innovation at YC and fresh perspective will be invaluable as
we launch new products for millions of Dropbox users."
"I'm a longtime fan of Dropbox and am thrilled to join the Board," said Mr.
Seibel. "As one of the product's earliest users back in 2007, it was clear to me
that Dropbox would be transformative for the SaaS industry. Today, the company
meets an even bigger opportunity. I've seen firsthand the impact Dropbox's
success has had on the next generation of YC companies as distributed work
becomes the new normal, and I believe there's so much more technology can do to
improve that experience. I'm looking forward to helping Dropbox as it builds
products for this new future."
There are no arrangements or understandings between Mr. Seibel and any other
person, in each case, pursuant to which Mr. Seibel was appointed to serve on the
Board. There are no family relationships between Mr. Seibel and any other
director or executive officer of the Company and there have been no transactions
between Mr. Seibel and the Company in the last fiscal year, and none are
currently proposed, that would require disclosure under Item 404(a) of
Regulation S-K.
Mr. Seibel 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 Mr. Seibel, 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 Mr. Seibel's appointment to the Board is
attached hereto as Exhibit 99.1. The information in the blog post will not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor will it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act.
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Item 9.01 - Financial Statements and Exhibits
(d) Exhibits:
Exhibit
No. Exhibit Description
99.1 Blog post published by Dropbox, Inc. on December 15, 2020
.
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DROPBOX, INC. 
