8-KLeadership ChangesCorporate ChangesExhibits & Filings

Roblox Corp 8-K Report, Executive Changes (Sep 14, 2023)

Filed September 14, 2023For Securities:RBLX

Summary

Roblox Corporation (RBLX) announced a significant addition to its Board of Directors with the appointment of Jason Kilar, a seasoned executive with extensive experience in media and technology leadership roles, including former CEO of WarnerMedia and founding CEO of Hulu. Mr. Kilar's appointment, effective September 13, 2023, will see him serve as a Class I director and a member of both the Audit and Compliance Committee and the Leadership Development and Compensation Committee. This move brings a wealth of operational and strategic expertise to the board, potentially benefiting Roblox's ongoing growth and platform development. In addition to director changes, the company also amended its Deferred Compensation Plan to allow eligible employees to defer a higher percentage of restricted and performance stock units, offering greater flexibility in equity compensation. Furthermore, Roblox's Board amended and restated its Bylaws to enhance procedural mechanics, disclosure requirements for shareholder nominations and proposals, and to align with updated Delaware corporate law, including universal proxy rules. These corporate governance updates aim to streamline shareholder engagement and board operations.

Key Highlights

  • 1Roblox has appointed Jason Kilar, former CEO of WarnerMedia and founding CEO of Hulu, to its Board of Directors as a Class I director.
  • 2Mr. Kilar will serve on the Audit and Compliance Committee and the Leadership Development and Compensation Committee, bringing significant media and tech executive experience to key oversight roles.
  • 3The company amended its Deferred Compensation Plan, allowing eligible employees to defer up to 65% of restricted stock units and performance stock units.
  • 4Roblox's Bylaws have been amended and restated to enhance procedural requirements for shareholder nominations and business proposals.
  • 5The Bylaws update includes compliance with new 'universal proxy rules' and aligns with recent amendments to the Delaware General Corporation Law.
  • 6The appointment and bylaw changes were effective immediately following board action on September 13, 2023.
  • 7Mr. Kilar will receive standard compensation for outside directors, including a $90,000 annual retainer, committee retainers, and equity grants valued at approximately $450,000 in the first year, vesting over three years.

Frequently Asked Questions

Jason Kilar is a prominent executive with a strong background in media and technology. He previously served as the CEO of WarnerMedia and was the founding CEO of Hulu. His extensive experience in leading large digital media and technology companies is expected to bring valuable strategic insight and operational expertise to Roblox's Board of Directors.

The company amended and restated its Deferred Compensation Plan to allow eligible employee participants to elect annually to defer up to 65% of any restricted stock units and performance stock units granted under the Equity Incentive Plan. This provides employees with more flexibility in managing their equity compensation.

The Bylaws were amended to update and enhance procedural mechanics and disclosure requirements related to stockholder nominations of directors and submissions of proposals for other business. Key changes include addressing new 'universal proxy rules,' conforming to recent amendments in Delaware corporate law, and clarifying various governance provisions related to directors, board committees, officers, and stockholder meetings.

Mr. Kilar will be compensated according to Roblox's Outside Director Compensation Policy. This includes an annual cash retainer of $90,000 for board service, an additional $15,000 for his role on the Audit Committee, and $10,000 for his role on the Compensation Committee. He will also receive initial equity awards valued at approximately $450,000, with specific vesting schedules, and an annual equity award.