Washington, D.C. 20549



Form 8-K




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)




(Exact name of Registrant as specified in its charter)




Delaware   001-38434   26-0138832
(State or other jurisdiction
of incorporation)
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

(Registrant’s 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




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 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 9, 2019. In accordance with the Company’s 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 Company’s 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:




Exhibit Description

99.1    Press release issued by Dropbox, Inc. on August 27, 2019


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

Exhibit 99.1

Lisa Campbell and Karen Peacock Join the Dropbox Board of Directors

SAN FRANCISCO—Aug. 27, 2019—Dropbox, Inc. (NASDAQ: DBX), a leading global collaboration platform, announced today that Lisa Campbell, Chief Marketing Officer and Senior Vice President, Business Strategy and Marketing of Autodesk, Inc., and Karen Peacock, Chief Operating Officer of Intercom, Inc., have been appointed to the company’s Board of Directors.

“We’ve long admired Lisa and Karen’s extensive marketing, business strategy, and operating expertise and are delighted they are joining our Board of Directors,” said Dropbox Co-founder and Chief Executive Officer Drew Houston. “Their decades of SaaS experience, and background in building and scaling products will be a great addition to our distinguished Board.”

Lisa is regarded as one of Silicon Valley’s most respected marketers and business executives. She has held numerous leadership roles over her 16-year tenure at Autodesk, a global SaaS company, including evolving the Autodesk brand, launching new products and offerings, and scaling new lines of business. Lisa is also responsible for driving brand affinity and loyalty among Autodesk’s 18 million users. She holds a BA in mathematics and computer science from Boston College and an MBA from Babson College.

“I’m thrilled to join the Dropbox Board of Directors,” said Lisa. “Since Drew and Arash founded the company in 2007, they’ve built a household name and a trusted global brand. I share their belief that there is a tremendous opportunity to fix the fragmentation we see at work today and Dropbox is in a great position to do that. I’ve been impressed by the team and the future they’re building and am eager to join the company on its mission of designing a more enlightened way of working.”

Karen is one of the technology industry’s top executives, with deep expertise building and scaling successful SaaS businesses. She is the Chief Operating Officer of Intercom, the world’s leading business messaging platform with over 30,000 customers managing 500 million customer conversations each month. Prior to joining Intercom, Karen was SVP of Small Business at Intuit, where she led all of Intuit’s products for small business, including its flagship QuickBooks, and helped grow the division from $500M to $2.5B in annual revenue. She holds a BA in applied mathematics from Harvard University and an MBA from the Stanford Graduate School of Business.

“Dropbox changed the game when they solved the problem of secure file access and sync wherever and whenever we needed it,” said Karen. “Now they are applying the same breakthrough thinking to remove the friction, noise, and busywork in our work lives by connecting all the apps and tools we use. Dropbox is uniquely poised to solve this huge problem and I am inspired by the team’s vision to make work better. I’ve been a long-time user and fan of their products, and I look forward to being a part of the Dropbox journey.”

With Lisa and Karen, the Board of Directors expands to ten members and includes Drew Houston, Arash Ferdowsi, Don Blair, Paul Jacobs, Bob Mylod, Condoleezza Rice, Bryan Schreier, and Meg Whitman.

About Dropbox

Dropbox is a leading global collaboration platform that’s transforming the way people work together, from the smallest business to the largest enterprise. With more than 500 million registered users across 180 countries, our products are designed to establish a more enlightened way of working. Headquartered in San Francisco, CA, Dropbox has 12 offices around the world. For more information on our mission and products, visit dropbox.com.


Tessa Chen




Darren Yip