Roku Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ROKU
Cable & Other Pay Television Services
Telecommunications
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): June 6, 2024
(Exact name of Registrant as Specified in Its Charter)
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| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(408 ) 556-9040
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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.
On June 6, 2024, Roku, Inc. (“Roku”) held its annual meeting of stockholders via a live webcast (the “Annual Meeting”). At the Annual Meeting, Roku’s stockholders approved four proposals (as described in Item 5.07 below), including approval of the Roku, Inc. Amended and Restated 2017 Equity Incentive Plan (the “Restated 2017 Plan”), which, among other things, extends the end date of the “evergreen” provision for future automatic annual increases in the number of shares available for grant under the Restated 2017 Plan from January 1, 2027 to January 1, 2034. Roku’s Board of Directors approved the Restated 2017 Plan, subject to stockholder approval, on March 27, 2024.
The foregoing description of the Restated 2017 Plan is qualified in its entirety by reference to the Restated 2017 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K. A more complete description of the terms of the Restated 2017 Plan can be found in “Proposal 2: Approval of the Roku, Inc. Amended and Restated 2017 Equity Incentive Plan” on pages 23 to 35 of Roku’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 26, 2024 (the “2024 Proxy Statement”), which description is incorporated by reference herein.
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% | ||||||||
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. | |||||||
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 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 | ||||||||