Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Dropbox, Inc. ("Dropbox" or the "Company") announced that, effective February 6,
2020, Olivia Nottebohm, age 42, has been appointed as the Company's Chief
Operating Officer, and as such, Ms. Nottebohm will be the Company's principal
operating officer. Prior to joining Dropbox, Ms. Nottebohm served as Vice
President of SMB Sales and GTM Operations, Google Cloud at Google, a global
internet software services company, from September 2016 to February 2020. From
August 2014 to September 2016, she served as Senior Director, Americas Product
and Sales Operations, Google Ads at Google. Prior to joining Google, she was a
management consultant at McKinsey & Company, where her practice focused on sales
strategy and operations. Ms. Nottebohm received her Bachelor of Arts in
Economics from Harvard University in 1999 and her Master of Business
Administration from Stanford University Graduate School of Business in 2004.
There are no arrangements or understandings between Ms. Nottebohm and any other
persons, pursuant to which she was appointed as Chief Operating Officer. There
are no family relationships among any of the Company's directors or executive
officers and Ms. Nottebohm. Ms. Nottebohm is not a party to any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K. In
connection with her appointment as the Chief Operating Officer, Ms. Nottebohm
will execute the Company's standard form of indemnification agreement. The form
of indemnification agreement was filed as Exhibit 10.1 to the Company's
Registration Statement on Form S-1 (File No. 333-223182) filed with the
Securities and Exchange Commission (the "SEC") on February 23, 2018.
Ms. Nottebohm will receive an annual base salary of $500,000 per year and will
be eligible to participate in the Company's cash bonus plan, with an annual
performance-based target of up to 100% of her base salary. In addition, Ms.
Nottebohm will also be granted a restricted stock award covering shares of the
Company's Class A common stock with a value of $16,000,000 pursuant to the
Company's 2018 Equity Incentive Plan and an award agreement. The restricted
stock award will vest as to 25% of the shares subject to the award on February
15, 2021 and as to 1/16th of the shares subject to the award every three months
thereafter (on the 15th day of the month), subject to Ms. Nottebohm remaining in
service.
In connection with her appointment, Ms. Nottebohm will be eligible to receive
the same severance and change in control terms applicable to Messrs. Volkmer and
Vashee, as described in the Company's proxy statement filed the SEC on April 9,
2019 (except for the vesting acceleration described in this sentence), and
become a party to the change in control and severance agreement on substantially
the form previously filed as Exhibit 10.11 to the Company's annual report filed
on Form 10-K (File Number 333-223182) with the SEC on February 25, 2019, except
that in the event of a qualifying termination of employment outside of a change
in control, she will be entitled to 3 months of accelerated vesting on all
outstanding equity incentive awards (the "Severance Agreement").
The foregoing description of the Severance Agreement does not purport to be
complete and is qualified in its entirety by reference to the Severance
Agreement, the form of which will be filed with the Company's Annual Report on
Form 10-K for the fiscal year ending December 31, 2019.
For additional information, see the blog post attached as Exhibit 99.1 to this
Current Report on Form 8-K.
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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 January 30, 2020
.
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