Roblox Corp. Files Definitive Proxy Statement (DEF 14A)

Ticker: RBLX · Form: DEF 14A · Filed: Apr 11, 2024 · CIK: 1315098

Roblox Corp DEF 14A Filing Summary
FieldDetail
CompanyRoblox Corp (RBLX)
Form TypeDEF 14A
Filed DateApr 11, 2024
Risk Levellow
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Executive Compensation, Roblox Corp, Corporate Governance

TL;DR

<b>Roblox Corp. has filed its Definitive Proxy Statement (DEF 14A) detailing executive compensation and corporate governance for the period ending May 30, 2024.</b>

AI Summary

Roblox Corp (RBLX) filed a Proxy Statement (DEF 14A) with the SEC on April 11, 2024. Roblox Corp. filed a Definitive Proxy Statement (DEF 14A) on April 11, 2024. The filing covers the period ending May 30, 2024. The company's fiscal year ends on December 31. Roblox Corp. is incorporated in Delaware. The filing includes data related to executive compensation for the fiscal years 2023 and 2022.

Why It Matters

For investors and stakeholders tracking Roblox Corp, this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and make informed voting decisions at the upcoming annual meeting. The DEF 14A provides detailed information on equity awards, pension adjustments, and other compensation components for key executives, offering transparency into the company's pay practices.

Risk Assessment

Risk Level: low — Roblox Corp shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate disclosure rather than an event-driven situation.

Analyst Insight

Shareholders should review the executive compensation details and any proposed governance changes to inform their voting decisions.

Key Numbers

  • 2024-04-11 — Filing Date (DEF 14A filing date)
  • 2024-05-30 — Period of Report (Conformed period of report)
  • 1231 — Fiscal Year End (Company's fiscal year end)
  • 2023 — Fiscal Year (Executive compensation data year)
  • 2022 — Fiscal Year (Executive compensation data year)

Key Players & Entities

  • Roblox Corp. (company) — Filer of the DEF 14A
  • DEF 14A (filing) — Type of document filed
  • 2024-04-11 (date) — Filing date
  • 2024-05-30 (date) — Period of report
  • DE (jurisdiction) — State of incorporation
  • 2023-12-31 (date) — Fiscal year end
  • 001-39763 (filing_id) — SEC file number
  • 970 PARK PLACE (address) — Business address

FAQ

When did Roblox Corp file this DEF 14A?

Roblox Corp filed this Proxy Statement (DEF 14A) with the SEC on April 11, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Roblox Corp (RBLX).

Where can I read the original DEF 14A filing from Roblox Corp?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Roblox Corp.

What are the key takeaways from Roblox Corp's DEF 14A?

Roblox Corp filed this DEF 14A on April 11, 2024. Key takeaways: Roblox Corp. filed a Definitive Proxy Statement (DEF 14A) on April 11, 2024.. The filing covers the period ending May 30, 2024.. The company's fiscal year ends on December 31..

Is Roblox Corp a risky investment based on this filing?

Based on this DEF 14A, Roblox Corp presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard corporate disclosure rather than an event-driven situation.

What should investors do after reading Roblox Corp's DEF 14A?

Shareholders should review the executive compensation details and any proposed governance changes to inform their voting decisions. The overall sentiment from this filing is neutral.

How does Roblox Corp compare to its industry peers?

Roblox operates as a global online platform that brings people together through shared experiences. The company is part of the prepackaged software industry.

Are there regulatory concerns for Roblox Corp?

As a publicly traded company, Roblox is subject to SEC regulations and disclosure requirements, including the filing of proxy statements.

Industry Context

Roblox operates as a global online platform that brings people together through shared experiences. The company is part of the prepackaged software industry.

Regulatory Implications

As a publicly traded company, Roblox is subject to SEC regulations and disclosure requirements, including the filing of proxy statements.

What Investors Should Do

  1. Review the detailed executive compensation tables for 2023 and 2022.
  2. Examine any proposals presented for shareholder vote, such as director elections or advisory resolutions.
  3. Note the company's fiscal year end and reporting periods for future reference.

Key Dates

  • 2024-04-11: Filing of DEF 14A — Provides details on executive compensation and corporate governance for the upcoming shareholder meeting.

Year-Over-Year Comparison

This is the initial DEF 14A filing for the period ending May 30, 2024, and does not contain comparative data from a prior filing of the same type.

Filing Stats: 4,471 words · 18 min read · ~15 pages · Grade level 14.6 · Accepted 2024-04-11 16:05:36

Filing Documents

– ELECTION OF CLASS III DIRECTORS

ITEM 1 – ELECTION OF CLASS III DIRECTORS 11 Director Nominees 12 Continuing Directors 13 Board Composition 16 Identification and Consideration of New Nominees 16 Corporate Governance 19 Director Independence 19 Board Leadership Structure 19 Board Committees 20 Board and Committee Meetings 24 Board Oversight of Risk 25 Leadership Development and Management Succession Planning 26 Corporate Governance Guidelines and Code of Business Conduct and Ethics 26 Communication with the Board 27 Family Relationships 27 Corporate Social Responsibility Highlights 28 Our Values 28 Governance 28 Our People 29 People Programs 30 Our Commitment to Civility and Safety 32 Director Compensation 36 Executive Officers 41

Executive Compensation

Executive Compensation 43

– ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

ITEM 2 – ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 43 Compensation Discussion & Analysis 44 Executive Summary 44 Principal Elements of Our Executive Compensation and 2023 Compensation 54 2024 Compensation Program 57 Additional Compensation Practices 59 Report of the Leadership Development and Compensation Committee 63

Executive Compensation Tables

Executive Compensation Tables 64 CEO Pay Ratio 74 Pay Versus Performance 75 Equity Compensation Plan Information 79

– RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 3 – RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 80 Report of the Audit and Compliance Committee 81 Audit and Non-Audit Fees 82 Pre-Approval Policies and Procedures 83 Transactions with Related Persons 84

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 85 Questions and Answers About the Proxy Materials and 2024 Annual Meeting 88 Other Matters 94 4 Table of Contents Proxy Summary This proxy summary highlights information regarding Roblox Corporation (" Roblox " or the " Company ") and certain information included elsewhere in this proxy statement. You should read the entire proxy statement before voting. You should also review our 2023 annual report to stockholders for detailed information regarding the 2023 financial and operating performance of Roblox, including the audited financial statements and related notes included in the report. ITEM 1 Election of Class III Directors SEE PAGE 11 THE BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE. ITEM 2 Advisory Vote on the Compensation of our Named Executive Officers SEE PAGE 43 THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL. ITEM 3 Ratification of the Independent Registered Public Accounting Firm SEE PAGE 80 THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL. PLEASE VOTE TODAY Your vote is important. Whether or not you plan to virtually attend the annual meeting, we urge you to vote promptly. Please carefully review the proxy materials and follow the instructions to cast your vote on all of the proposals. QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING Please see " Questions and Answers About the Proxy Materials and 2024 Annual Meeting " for important information about the annual meeting, virtual meeting format, proxy materials, voting, Company documents, communications, deadlines to submit stockholder proposals and other pertinent information. 5 2024 PROXY STATEMENT Table of Contents PROXY SUMMARY Note About Forward-Looking Statements This document includes forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical or current facts made in this document are forward-looking.

Executive Compensation Highlights

Executive Compensation Highlights Pay for Performance and Stockholder Alignment Our compensation program focuses on ownership , long-term retention and value creation . Base Salary + Long-Term Equity Awards in 2023 CEO: 100% of compensation was based on the Founder and CEO Long-Term Performance Award and required substantial share price growth over a five-year performance period for vesting. Other NEOs: over 90% of compensation of our other continuing named executive officers (" NEOs ") was equity-based and subject to either time-based vesting over three years or performance-based vesting, based on achievement against bookings and adjusted EBITDA targets. Compensation Practices WHAT WE DO WHAT WE DO NOT DO 100% independent directors on our Leadership Development and Compensation Committee (" LDCC ") Independent compensation advisor, who provides no other services to the Company In 2023, our CEO's entire compensation was at-risk, and based on substantial stock price performance Annual review of NEO compensation levels using size appropriate peer group and broader technology industry survey data Double-trigger change in control arrangements Assess the risk-reward balance of our compensation programs to mitigate undue risks Robust stock ownership requirements apply to all executive officers and non-employee directors Annual advisory vote on NEO compensation Regular reviews of executive officer compensation and peer group data No pension plans No hedging or pledging of our stock by directors, executives or employees No excise tax gross-ups upon a change in control 10 Table of Contents Board of Directors ITEM 1: Election of Class III Directors Our Board Our Board is currently comprised of seven members. We have a classified board consisting of three classes, designated as Class I, Class II and Class III, each serving staggered three-year terms. Information regarding each director nominee and continuing director is set for

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