Current Report Filing (8-k)
August 27 2019 - 4:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
August 23, 2019
Date of Report (date of earliest event reported)
DROPBOX, INC.
(Exact name of Registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-38434
|
|
26-0138832
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I. R. S. Employer
Identification No.)
|
1800 Owens Street, Suite 200
San Francisco, CA 94158
(Address of principal executive offices)
(415) 857-6800
(Registrants telephone number, including area code)
333 Brannan St.
San
Francisco, California 94107
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of exchange
on which registered
|
Class A Common Stock, par value $0.00001 per share
|
|
DBX
|
|
The NASDAQ Stock Market LLC
(Nasdaq Global Select Market)
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ☐
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
|
On August 23, 2019, the Board of Directors (the Board) of Dropbox,
Inc. (the Company) increased the size of the Board to ten directors and appointed Lisa Campbell and Karen Peacock to serve as members of the Board. The Board has appointed Ms. Campbell to serve as a member of the Audit Committee of
the Board and Ms. Peacock to serve as a member of the Compensation Committee of the Board.
There are no arrangements or understandings between
either Ms. Campbell or Ms. Peacock and any other person, in each case, pursuant to which either Ms. Campbell or Ms. Peacock was appointed to serve on the Board. There are no family relationships between either Ms. Campbell
or Ms. Peacock and any other director or executive officer of the Company and there have been no transactions between either Ms. Campbell or Ms. Peacock 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.
Each of Ms. Campbell and Ms. Peacock
will receive the standard compensation available to the Companys current non-employee directors, which is discussed in the Companys Proxy Statement filed with the Securities and Exchange
Commission (SEC) on April 9, 2019. In accordance with the Companys customary practice, the Company will also enter into its standard form of indemnification agreement with each of Ms. Campbell and Ms. Peacock, which
agreement is filed as Exhibit 10.1 to the Companys Registration Statement on Form S-1 (File No. 333-223182) filed with the SEC on February 23, 2018.
A copy of the press release announcing the appointment of Ms. Campbell and Ms. Peacock to the Board is attached hereto as Exhibit 99.1. The
information in the press release 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.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 27, 2019
|
Dropbox, Inc.
|
|
/s/ Bart Volkmer
|
Bart Volkmer
|
General Counsel
|
Dropbox (NASDAQ:DBX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Dropbox (NASDAQ:DBX)
Historical Stock Chart
From Apr 2023 to Apr 2024