GoPro Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$GPRO
Industrial Machinery/Components
Consumer Discretionary
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
Date of Report (Date of earliest event reported): April 4, 2025
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d)
Director Appointment
On April 4, 2025, the Board of Directors (the “Board”) of GoPro, Inc. (the “Company”), on the recommendation of the Company’s Nominating and Governance Committee, appointed Miguel A. Lopez Ben (“Mr. Lopez”) to the Board, effective April 4, 2025. Mr. Lopez will serve until the earliest to occur of the Company’s 2025 annual meeting of stockholders and until his successor is elected or appointed and qualified, or until his death, resignation or removal. Mr. Lopez will be appointed to the Company’s Audit Committee and to the Company’s Compensation and Leadership Committee, effective upon his appointment to the Board.
In connection with his appointment as a non-employee director of the Board, Mr. Lopez will receive compensation for his Board membership in accordance with the Company’s non-employee director compensation policy.
Mr. Lopez has executed the Company’s standard form of indemnity agreement, a copy of which has been filed as Exhibit 10.01 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 19, 2014.
There is no arrangement or understanding between Mr. Lopez and any other persons pursuant to which Mr. Lopez was elected as a director. There is no family relationship between Mr. Lopez and any director or executive officer of the Company, and except as stated herein, Mr. Lopez does not have any direct or indirect material interest in any transaction with the Company or its subsidiaries of the type required to be disclosed pursuant to Item 404(a) of Regulation S-K, and no such transaction is currently contemplated.
Director Nominations
Also on April 4, 2025, the Board of the Company, on the recommendation of the Company’s Nominating and Governance Committee, approved the nominations of each of Emily S. Culp Hogue (“Ms. Culp”) and Michael C. Dennison (“Mr. Dennison”) to stand for election at the Annual Meeting.
For more information about Mr. Lopez and the director nominees please review the Company’s 2025 Proxy disclosure when available.
On April 8, 2025, the Company issued a press release announcing the appointment of Mr. Lopez to the Board, and the nominations of each of Ms. Culp and Mr. Dennison as director candidates. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description of Exhibit | ||||
| Press release dated April 8, 2025 announcing the appointment of Mick Lopez to GoPro's Board of Directors, and the nominations of each of Ms. Culp and Mr. Dennison as director candidates. | |||||
| Cover Page Interactive Data File - the cover page XBRL tags are 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, thereunto duly authorized.
| GoPro, Inc. | ||||||||
| (Registrant) | ||||||||
| Dated: | April 8, 2025 | By: /s/ Eve T. Saltman | ||||||
Eve T. Saltman Chief Legal Officer and Secretary, SVP Business & Corp Development, Chief Compliance Officer | ||||||||