01—Abstract
Summary
Summary of the 8-K filed June 12, 2025. Cited figures are marked; the original filing is the authoritative source.
Roku, Inc. held its annual meeting of stockholders by live webcast on June 11, 2025, and stockholders voted on four proposals described in the company's definitive proxy statement filed April 25, 2025.
The filing reports that all four proposals were approved, with the Class II director nominees elected to serve until the 2028 annual meeting. The three Class II nominees received 98.1%a (Jeffrey Blackburn), 97.1% (Gina Luna) and 86.3% (Ray Rothrock) of votes in favor, with Rothrock's support the lowest of the three. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, with 197,969,921 votes for and 53,631,435 votes against, a stated 78.6% in favor.
In a separate advisory vote, stockholders selected an annual frequency for future say-on-pay votes, with 250,316,218 votes for "one year" and 99.4%b of votes in favor of that frequency. Stockholders also ratified the appointment of Deloitte & Touche LLP as independent registered accounting firm for the fiscal year ending December 31, 2025, with 271,526,520 votes for and a stated 99.1% in favor.
02—Key points
Key Highlights
- Jeffrey Blackburn, Gina Luna and Ray Rothrock were elected as Class II directors, serving until the 2028 annual meeting, with 98.1%, 97.1% and 86.3% of votes in favor, respectively.
- Advisory say-on-pay proposal approved with 197,969,921 votes for and 53,631,435 votes against, a stated 78.6% in favor, with 188,973 abstentions.
- Stockholders advisorily approved an annual frequency ("one year") for future say-on-pay votes, receiving 250,316,218 votes and a stated 99.4% in favor of that frequency.
- Deloitte & Touche LLP was ratified as independent registered accounting firm for fiscal year 2025, with 271,526,520 votes for, 2,085,597 against and 390,605 abstentions, a stated 99.1% in favor.
- Broker non-votes of 22,212,393 were recorded on the director, say-on-pay and frequency proposals.
- The annual meeting was held virtually via live webcast on June 11, 2025, and the four proposals are described in the 2025 Proxy Statement filed April 25, 2025.
03—Questions
Frequently Asked Questions
Were all proposals approved at Roku's 2025 annual meeting?
The filing reports results for four proposals: the election of three Class II directors, an advisory say-on-pay vote, an advisory vote on the frequency of future say-on-pay votes, and ratification of Deloitte & Touche LLP. Each proposal is reported with its voting results, and the filing shows favorable votes for each one.
How much support did the executive compensation proposal receive?
The advisory vote on named executive officer compensation recorded 197,969,921 votes for and 53,631,435 votes against, with 188,973 abstentions and 22,212,393 broker non-votes. The filing states that 78.6% of votes were in favor.
How often will stockholders vote on executive compensation going forward?
Stockholders advisorily approved a frequency of "one year" for future advisory votes on named executive officer compensation. The filing reports 250,316,218 votes for one year, 130,761 for two years, 1,219,835 for three years, and 123,515 abstentions, with 99.4% of votes in favor of one year.
Who is Roku's independent registered accounting firm for 2025?
Stockholders ratified the appointment of Deloitte & Touche LLP as Roku's independent registered accounting firm for the fiscal year ending December 31, 2025. The filing reports 271,526,520 votes for, 2,085,597 votes against and 390,605 abstentions, with 99.1% of votes in favor.
04—Continue