false0001467623 0001467623 2020-08-06
2020-08-06
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 6, 2020
Date of
Report (date of earliest event reported)
DROPBOX,
INC.
(Exact name
of Registrant as specified in its charter)
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Delaware
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001-38434
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26-0138832
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(State or
other jurisdiction of incorporation)
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(Commission
File Number)
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(I. R. S.
Employer Identification No.)
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1800 Owens
St.
San
Francisco,
California
94158
(Address of
principal executive offices)
(415)
857-6800
(Registrant’s
telephone number, including area code)
N/A
(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:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Class A Common Stock,
par value $0.00001 per share
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DBX
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The NASDAQ Stock Market
LLC
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(Nasdaq Global Select
Market)
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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 2.02 –
Results of Operations and Financial Condition
On August 6, 2020, Dropbox,
Inc. (“Dropbox” or the "Company") issued a press release and will
hold a conference call announcing its financial results for the
quarter ended June 30, 2020. A copy of the press release is
attached as Exhibit 99.1 to this current report on Form 8-K and is
incorporated by reference herein.
Item 5.02 –
Departure of Directors of Certain Officers; Election of Directors:
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On July 31, 2020,
Ajay Vashee notified Dropbox of his decision to resign as Chief
Financial Officer after more than eight years with the Company. Mr.
Vashee’s resignation as Chief Financial Officer will be effective
on September 15, 2020, following which he will remain at the
Company in an advisory role to help with the transition until
October 15, 2020.
“Being part of
Dropbox has been an amazing experience, and I’m so proud of
everything we’ve accomplished together,” said Mr. Vashee. “We’ve
grown from a 100 employee private start-up when I first started, to
a nearly 3,000 employee profitable public company. Thank you to
Drew and the management team for the privilege of being part of the
company’s incredible journey.”
The Company’s
Board of Directors (the “Board”) appointed Timothy Regan, 43, the
Company’s Chief Accounting Officer, to succeed Mr. Vashee as Chief
Financial Officer, effective September 15, 2020. Mr. Regan will
continue to act as Dropbox’s principal accounting officer and
oversee the Company’s accounting functions and
personnel.
“It’s always hard
to see such beloved leaders like Ajay leave the company, but I’m
grateful for the many years of commitment and dedication he’s given
to Dropbox.” said Drew Houston, Dropbox’s CEO and Chairman of the
Board. “I’m also happy to welcome Tim as our new CFO. With his
decades of experience and the impact he’s already had at Dropbox as
our CAO, I’m confident in his ability to lead our finance
organization to the next stage of growth.”
“Thank you to
Drew and the management team for this opportunity,” said Mr. Regan.
“It was clear to me when I first joined Dropbox a few years ago
that this was a special company with an even greater future in
store. I’m excited to take on the role of CFO and continue the
great work of the finance organization to build a sustainable,
profitable business for the long-term.”
Mr. Regan has
served as Dropbox’s Chief Accounting Officer since December 2016.
From January 2011 to December 2016, he served as VP Finance
Controller at Pandora Media, Inc ("Pandora"). Prior to joining
Pandora, he held senior positions at Dolby Laboratories, Inc., and
Ernst and Young, LLP. Mr. Regan received his Bachelor of Arts in
Accounting from Georgetown University in 1999 and his Master of
Business Administration from the University of California, Berkeley
Haas School of Business, in 2011.
The Company has
entered into a letter agreement with Mr. Regan (the “Offer
Letter”) dated August 4, 2020, establishing his compensation
as Chief Financial Officer. Pursuant to the Offer Letter, effective
September 15, 2020, Mr. Regan’s annual base salary will be $450,000
per year. He will also be eligible to participate in the Company’s
cash bonus plan, with an annual performance-based target of 65% of
his base salary. In addition, Mr. Regan will be granted a one-time
restricted stock award covering shares of the Company’s Class A
common stock with a value of $4,000,000. The restricted stock award
will vest over four years beginning with 6.25% of the shares
subject to the award vesting every three months (on the
15th
day of the month)
beginning on November 15, 2020, subject to Mr. Regan remaining in
service and the terms of the Company’s 2018 Equity Incentive Plan.
The foregoing description is qualified in its entirety by reference
to the Offer Letter, which will be filed with the Company’s
Quarterly Report on Form 10-Q for the quarter ending June 30,
2020.
Mr. Regan has
also executed the Company’s standard form of change in control and
severance agreement, a copy of which was filed as Exhibit 10.11 to
the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 (File No. 001-38434), filed with the Securities
and Exchange Commission (the “SEC”) on February 21, 2020, provided,
that, in the event of a qualifying termination of employment
outside of a change in control, he will be entitled to 3 months of
accelerated vesting on all outstanding equity incentive
awards.
There are no
arrangements or understandings between Mr. Regan and any other
person pursuant to which he was appointed as Chief Financial
Officer. There are no family relationships among any of the
Company’s directors or executive officers and Mr. Regan. Mr. Regan
is not a party to any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K. In connection with his
appointment as Chief Financial Officer, Mr. Regan will execute the
Company’s standard form of
indemnification
agreement, 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.
For additional
information, see the blog post attached as Exhibit 99.2 to this
Current Report on Form 8-K.
Item 7.01 –
Regulation FD Disclosure
On August 6, 2020, Dropbox
posted supplemental investor materials on its investors.dropbox.com
website. Dropbox intends to use its investors.dropbox.com website
as a means of disclosing material non-public information and for
complying with its disclosure obligations under Regulation
FD.
The information in this
current report on Form 8-K and the exhibits attached hereto shall
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 shall it be deemed
incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, regardless of any general
incorporation language in such filing.
Item 9.01 –
Financial Statements and Exhibits
(d)
Exhibits:
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Exhibit
No.
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Exhibit
Description
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99.1
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99.2
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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 6,
2020
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Dropbox,
Inc.
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/s/ Ajay Vashee
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Ajay Vashee
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Chief Financial
Officer
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