01—Abstract
Summary
Summary of the 8-K filed June 7, 2024. Cited figures are marked; the original filing is the authoritative source.
Roku, Inc. reported in a Form 8-K dated June 7, 2024 the results of its annual meeting of stockholders, held via live webcast on June 6, 2024.
Stockholders approved four proposals, the most significant being the Roku, Inc. Amended and Restated 2017 Equity Incentive Plan (the "Restated 2017 Plan"). The Restated 2017 Plan extends the end date of the "evergreen" provision, which provides for future automatic annual increases in the number of shares available for grant, from January 1, 2027 to January 1, 2034. The Board approved the plan on March 27, 2024, subject to stockholder approval.
All three director nominees in Class I were elected to serve until the 2027 annual meeting. Ravi Ahuja received 87.6%a of votes in favor, while Mai Fyfield and Laurie Simon Hodrick each received 98.8%. The plan approval received 76.1% of votes in favor, which was the lowest support level among the proposals.
Stockholders also approved, on an advisory basis, executive compensation with 86.1%b in favor, and ratified Deloitte & Touche LLP as the independent registered accounting firm for the fiscal year ending December 31, 2024 with 99.4% in favor. The filing references the 2024 Proxy Statement, filed April 26, 2024, for fuller descriptions of each proposal. The Restated 2017 Plan is filed as Exhibit 10.1 to the 8-K.
02—Key points
Key Highlights
- Stockholders approved the Restated 2017 Plan, which extends the evergreen share-replenishment provision from January 1, 2027 to January 1, 2034.
- The Restated 2017 Plan received 76.1% of votes in favor, the lowest approval level among the four proposals voted on.
- Class I directors Ravi Ahuja, Mai Fyfield and Laurie Simon Hodrick were elected to serve until the 2027 annual meeting; Ahuja received 87.6% in favor and Fyfield and Hodrick each received 98.8%.
- Advisory say-on-pay proposal on executive compensation was approved, with 86.1% of votes in favor.
- Stockholders ratified Deloitte & Touche LLP as independent registered accounting firm for the fiscal year ending December 31, 2024, with 99.4% of votes in favor.
- The Board approved the Restated 2017 Plan on March 27, 2024, subject to stockholder approval.
- The 2024 Proxy Statement, filed April 26, 2024, contains the full description of the plan and other proposals.
03—Questions
Frequently Asked Questions
What changed in the Roku, Inc. equity incentive plan?
The Amended and Restated 2017 Equity Incentive Plan extends the end date of the evergreen provision for automatic annual increases in shares available for grant from January 1, 2027 to January 1, 2034.
Did stockholders approve the equity plan?
Yes. Stockholders approved the Restated 2017 Plan, with 188,018,026 votes for, 58,805,777 against, 176,624 abstentions, and 24,028,924 broker non-votes. The approval represented 76.1% of votes in favor.
Who was elected to the board at the annual meeting?
Ravi Ahuja, Mai Fyfield and Laurie Simon Hodrick were elected as Class I directors to serve until Roku's 2027 annual meeting of stockholders, or until their successors are elected and qualified or their earlier death, resignation or removal.
How did stockholders vote on executive compensation and the auditor?
Stockholders approved executive compensation on an advisory basis with 86.1% of votes in favor. They also ratified Deloitte & Touche LLP as the independent registered accounting firm for the fiscal year ending December 31, 2024, with 99.4% of votes in favor.
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