gpro-20240422


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant x Filed by a party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under § 240.14a-12

GoPro, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than The Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 23, 2024

Dear Stockholders:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of GoPro, Inc., which will be held virtually on Tuesday, June 4, 2024 at 11:30 a.m. (Pacific Time). The virtual Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/GPRO2024, where you will be able to listen to the meeting live, submit questions and vote online. We believe that a virtual stockholder meeting provides greater access to those who may want to attend and therefore have chosen this over an in-person meeting.

The matters expected to be acted upon at the virtual Annual Meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Your vote is important. Whether or not you plan to attend the meeting, please cast your vote as soon as possible by Internet or telephone, or by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend the virtual meeting or not. Returning the proxy does not deprive you of your right to attend the meeting and to vote your shares at the virtual meeting.

We look forward to your attendance at our virtual Annual Meeting.

Sincerely,

Nicholas Woodman

Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD ON JUNE 4, 2024 AT 11:30 A.M. (PACIFIC TIME):

THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT

www.proxyvote.com


GOPRO, INC.
3025 Clearview Way
San Mateo, California 94402


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of GoPro, Inc. will be held virtually on Tuesday, June 4, 2024, at 11:30 a.m. (Pacific Time). The virtual Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/GPRO2024, where you will be able to listen to the meeting live, submit questions and vote online.

We are holding the meeting for the following purposes, which are more fully described in the accompanying proxy statement:

1. To elect seven directors, all of whom are currently serving on our board of directors (the "Board"), each to serve until the next 2025 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.


Nicholas Woodman	Shaz Kahng	Susan Lyne
Tyrone Ahmad-Taylor	Kenneth Goldman
Peter Gotcher	Alexander Lurie

2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024.

3. To hold a non-binding, advisory vote on the resolution to approve executive compensation.

4. To approve an amendment of our Restated Certificate of Incorporation to allow for the exculpation of officers in certain circumstances permitted under law.

In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

Only stockholders of record at the close of business on April 9, 2024 are entitled to notice of, and to vote at, the virtual meeting and any adjournments or postponements thereof. For ten days prior to the meeting, a complete list of the stockholders entitled to vote at the virtual meeting will be available for examination by any stockholder for any purpose germane to the meeting during ordinary business hours at our headquarters.

Your vote as a GoPro, Inc. stockholder is very important. Each share of GoPro Class A common stock that you own represents one vote and each share of GoPro Class B common stock that you own represents ten votes. For questions regarding your stock ownership, contact your brokerage firm or other entity that holds your shares or, if you are a registered holder, our transfer agent, Equiniti Trust Company, LLC, by calling (800) 937-5449, by writing to 6201 15th Avenue, Brooklyn, New York, 11219 or by e-mailing HelpAST@equiniti.com.

By Order of the Board of Directors,

Nicholas Woodman

Chief Executive Officer

San Mateo, California

April 23, 2024



YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY BY INTERNET, BY TELEPHONE OR BY MAIL. FOR ADDITIONAL INSTRUCTIONS ON VOTING BY TELEPHONE OR THE INTERNET, PLEASE REFER TO YOUR PROXY CARD. TO VOTE AND SUBMIT YOUR PROXY BY MAIL, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE VIRTUAL ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE VIA THE VIRTUAL MEETING WEBSITE. IF YOU HOLD YOUR SHARES THROUGH AN ACCOUNT WITH A BROKERAGE FIRM, BANK OR OTHER NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS YOU RECEIVE FROM YOUR ACCOUNT MANAGER TO VOTE YOUR SHARES.


GOPRO, INC.
PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
Table of Contents


			Page
INFORMATION ABOUT SOLICITATION AND VOTING			1
INTERNET AVAILABILITY OF PROXY MATERIALS			1
GENERAL INFORMATION ABOUT THE ANNUAL MEETING			1
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD; CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE			6
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS			16
PROPOSAL NO. 1 ELECTION OF DIRECTORS			17
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			26
PROPOSAL NO 3. APPROVAL OF THE NON-BINDING, ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION			28
PROPOSAL NO. 4. APPROVAL OF THE AMENDMENT OF OUR RESTATED CERTIFICATE OF INCORPORATION TO ALLOW FOR THE EXCULPATION OF OFFICERS			30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			32
EXECUTIVE OFFICERS			35
COMPENSATION DISCUSSION AND ANALYSIS			37
REPORT OF THE COMPENSATION AND LEADERSHIP COMMITTEE			63
EXECUTIVE COMPENSATION TABLES			64
EQUITY COMPENSATION PLAN INFORMATION			80
RELATED PARTY TRANSACTIONS			81
REPORT OF THE AUDIT COMMITTEE			82
ADDITIONAL INFORMATION			83
OTHER MATTERS			84
APPENDIX A: GOPRO, INC. CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION			A-1
APPENDIX B: RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES			B-1

Table of Contents


GOPRO, INC.
3025 Clearview Way
San Mateo, California 94402

PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

April 23, 2024

INFORMATION ABOUT SOLICITATION AND VOTING

The accompanying proxy is solicited on behalf of the board of directors of GoPro, Inc. (“GoPro”) for use at GoPro’s 2024 Annual Meeting of Stockholders to be held virtually on June 4, 2024, at 11:30 a.m. (Pacific Time) (“Annual Meeting”), and any adjournment or postponement of the Annual Meeting. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/GPRO2024, where you will be able to listen to the meeting live, submit questions and vote online. The Notice of Internet Availability of Proxy Materials and this proxy statement for the Annual Meeting (“Proxy Statement”) and the accompanying form of proxy were first distributed and made available on the Internet to stockholders on or about April 23, 2024. GoPro’s annual report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 9, 2024 (“Annual Report”) will be available with this Proxy Statement by following the instructions in the Notice of Internet Availability of Proxy Materials.

INTERNET AVAILABILITY OF PROXY MATERIALS

In accordance with SEC rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and Annual Report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this rule makes the proxy distribution process more efficient and less costly and helps in conserving natural resources.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

Purpose of the Annual Meeting

At the Annual Meeting, stockholders will act upon the proposals described in this Proxy Statement.

Record Date; Quorum

Only holders of record of our Class A common stock and Class B common stock at the close of business on April 9, 2024, (“Record Date”) will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 126,040,720 shares of Class A common stock and 26,258,546 shares of Class B common stock outstanding and entitled to vote.


Board Diversity Matrix (as of June 4, 2024, assuming re-election of each nominee)
	Female	Male
Total Number of Directors	7
Part I: Gender Identity
Directors	2	5
Part II: Demographic Background
African American or Black	0	1
Asian	1	0
Hispanic or Latinx	0	1
White	1	3


Name Primary Occupation	Age	Director Since	Independent	Total Number Of Public Company Directorships	Board Committees Effective as of the Date Of the Annual Meeting AC CLC NGC

Nicholas Woodman Chief Executive Officer and Chairman of the Board GoPro, Inc.	48	2004	NO	1
Tyrone Ahmad-Taylor Vice President, Organic Growth and Marketing Snap, Inc.	56	2018	YES	1			•
Kenneth Goldman Lead Independent Director Independent Investor	74	2013	YES	4	C
Peter Gotcher Chairman Dolby Labs	64	2014	YES	2	•	•
Shaz Kahng Independent Investor	60	2021	YES	1			C
Alexander Lurie Operating Partner Addition	50	2016	YES	1	•
Susan Lyne Managing Partner BBG Ventures	72	2017	YES	2		C	•


Nicholas Woodman Age: 48 Director Since: 2004			Other Public Company Directorships: None


Tyrone Ahmad-Taylor Age: 56 Director Since: 2018 Board Committees: Nominating and Governance			Other Public Company Directorships: None


Kenneth Goldman Age: 74 Director Since: 2013 Lead Independent Director Board Committees: Audit (Chair)			Other Public Company Directorships: RingCentral, Inc. (NYSE: RNG) Zuora, Inc. (NYSE: ZUO) Fortinet, Inc. (NASDAQ: FTNT)


Peter Gotcher Age: 64 Director Since: 2014 Board Committees: Audit, Compensation and Leadership			Other Public Company Directorships: Dolby Laboratories, Inc. (NYSE: DBY)


Shaz Kahng Age: 60 Director Since: 2021 Board Committees: Nominating and Governance (Chair)			Other Public Company Directorships: None


Alexander Lurie Age: 50 Director Since: 2016 Board Committees: Audit			Other Public Company Directorships: None


Susan Lyne Age: 72 Director Since: 2017 Board Committees: Compensation and Leadership, Nominating and Governance			Other Public Company Directorships: Blade Urban Air Mobility, Inc. (NASDAQ: BLDE)


Cash Retainer			$60,000.00
Additional Cash Retainer for Lead Independent Director			$27,500.00
Additional Cash Retainer for chair of Audit Committee			$25,000.00
Additional Cash Retainer for Audit Committee member (other than chair)			$12,500.00
Additional Cash Retainer for chair of Compensation Committee			$20,000.00
Additional Cash Retainer for Compensation Committee member (other than chair)			$10,000.00
Additional Cash Retainer for chair of Nominating Committee			$20,000.00
Additional Cash Retainer for Nominating Committee member (other than chair)			$10,000.00


Restricted Stock Units (RSUs)			$185,000.00


Restricted Stock Units (RSUs)			$185,000.00


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)		Total ($)
Tyrone Ahmad-Taylor	70,000	197,236	(2)	267,236
Kenneth Goldman	112,500	197,236	(2)	309,736
Peter Gotcher	82,500	197,236	(2)	279,736
Shaz Kahng	72,500	197,236	(2)	269,736
James Lanzone(3)	47,885	—		47,885
Alexander Lurie	72,500	197,236	(2)	269,736
Susan Lyne	90,000	197,236	(2)	287,236
Frederic Welts	70,000	197,236	(2)	267,236
Lauren Zalaznick	90,000	197,236	(2)	287,236


	Number of Shares Underlying Outstanding Awards
Name	Option Awards		RSU Awards
Tyrone Ahmad-Taylor	36,338		22,567
Kenneth Goldman	94,325	(1)	22,567
Peter Gotcher	117,608	(2)	22,567
Shaz Kahng	—		32,336
James Lanzone(3)	—		—
Alexander Lurie	105,913		22,567
Susan Lyne	73,736		22,567
Frederic Welts	55,400		22,567
Lauren Zalaznick	93,543		22,567

SEC Form DEF 14A filed by GoPro Inc.