Roku, Inc. Files 8-K: Director Changes and Officer Compensation

TL;DR

Roku's board is changing: Wells out, Banse & Schubert in. Officer pay details also disclosed.

AI Summary

On June 6, 2024, Roku, Inc. filed an 8-K report detailing several key events. The company announced the departure of director David Wells and the election of new directors, including Amy Banse and Scott Schubert. Additionally, the filing disclosed compensatory arrangements for certain officers and submitted matters to a vote of security holders.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Director departures and changes in compensatory arrangements can indicate internal shifts or strategic realignments that may carry associated risks.

Key Players & Entities

• Roku, Inc. (company) — Registrant
• David Wells (person) — Departing Director
• Amy Banse (person) — Elected Director
• Scott Schubert (person) — Elected Director
• June 6, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — hich Registered: Class A Common Stock, $0.0001 par value "ROKU" The Nasdaq Global Sele

Filing Documents

• wk-20240606.htm (8-K) — 50KB
• amendedandrestated2017equi.htm (EX-10.1) — 185KB
• 0001428439-24-000027.txt ( ) — 393KB
• wk-20240606.xsd (EX-101.SCH) — 2KB
• wk-20240606_lab.xml (EX-101.LAB) — 21KB
• wk-20240606_pre.xml (EX-101.PRE) — 12KB
• wk-20240606_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, Roku's stockholders voted on four proposals, each of which is described in more detail in the 2024 Proxy Statement. The following is a brief description of each matter voted on and the certified results, including the number of votes cast for, against or withheld, as applicable, and the number of abstentions and broker non-votes, as applicable, with respect to each matter. 1. The Class I director nominees were elected to serve until Roku's 2027 annual meeting of stockholders and in each case until their successors are elected and qualified or until their earlier death, resignation or removal. The voting results were as follows: Director Name Votes For Votes Withheld Broker Non-Votes Percentage of Votes in Favor Ravi Ahuja 216,461,347 30,539,080 24,028,924 87.6% Mai Fyfield 244,150,440 2,849,987 24,028,924 98.8% Laurie Simon Hodrick 243,925,576 3,074,851 24,028,924 98.8% 2. Stockholders approved the Roku, Inc. Amended and Restated 2017 Equity Incentive Plan. The voting results were as follows: Votes For Votes Against Abstentions Broker Non-Votes Percentage of Votes in Favor 188,018,026 58,805,777 176,624 24,028,924 76.1% 3. Stockholders approved, on an advisory basis, Roku's executive compensation as described in the 2024 Proxy Statement. The voting results were as follows: Votes For Votes Against Abstentions Broker Non-Votes Percentage of Votes in Favor 212,547,995 34,286,751 165,681 24,028,924 86.1% 4. Stockholders ratified the appointment of Deloitte & Touche LLP as Roku's independent registered accounting firm for the fiscal year ending December 31, 2024. The voting results were as follows: Votes For Votes Against Abstentions Percentage of Votes in Favor 269,449,647 1,334,708 244,996 99.4%

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Roku, Inc. Amended and Restated 2017 Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Roku, Inc. Dated: June 7 , 2024 By: /s/ Stephen H. Kay Stephen H. Kay Senior Vice President, General Counsel and Secretary