01—Abstract
Summary
Summary of the 8-K/A filed June 26, 2025. Cited figures are marked; the original filing is the authoritative source.
Roku, Inc. (ROKU) filed this Form 8-K/A on June 26, 2025 to amend its Original Form 8-K filed June 12, 2025, which reported the final voting results of its 2025 Annual Meeting of Stockholders held June 11, 2025.
The sole purpose of the amendment is to disclose the Board-related decision on how often non-binding stockholder advisory votes on named executive officer compensation (Say-on-Pay Votes) will be held, as required by Item 5.07(d) of Form 8-K. No other changes were made to the Original Form 8-K. In the advisory vote on the frequency proposal (Say-on-Frequency) at the Annual Meeting, stockholders expressed a preference for Say-on-Pay Votes to be held every year.
Consistent with the Board's recommendation in the proxy statement for the Annual Meeting, Roku has determined to hold future Say-on-Pay Votes annually until the next required advisory vote on frequency. The Board will re-evaluate this determination after the next Say-on-Frequency Proposal, which will be held no later than the 2031 annual meeting of stockholders. For investors, the filing is a governance update that confirms annual shareholder input on executive pay going forward and does not report any financial results.
02—Key points
Key Highlights
- Filed as Form 8-K/A on June 26, 2025, amending the Original Form 8-K filed June 12, 2025
- Amendment solely discloses Roku's decision on the frequency of Say-on-Pay Votes under Item 5.07(d)
- Stockholders expressed a preference for Say-on-Pay Votes to be held every year in the advisory frequency vote at the June 11, 2025 Annual Meeting
- Roku will hold future Say-on-Pay Votes every year, consistent with the Board's recommendation in the proxy statement
- The Board will re-evaluate this determination after the next Say-on-Frequency Proposal, due no later than the 2031 annual meeting
- No other changes were made to the Original Form 8-K; no financial results are reported
03—Questions
Frequently Asked Questions
What was the purpose of this Form 8-K/A?
The amendment discloses Roku's decision, required under Item 5.07(d) of Form 8-K, on how often non-binding stockholder advisory votes on named executive officer compensation will be held. It does not change any other content of the Original Form 8-K filed June 12, 2025.
How often will Roku hold say-on-pay votes?
Roku has determined to hold future Say-on-Pay Votes every year until the next required advisory vote on the frequency of such votes.
What did stockholders vote for regarding the frequency of say-on-pay votes?
In an advisory vote at the June 11, 2025 Annual Meeting, stockholders expressed their preference for Say-on-Pay Votes to be conducted every year.
When will Roku next need to hold a say-on-frequency vote?
The next Say-on-Frequency Proposal will be held no later than the 2031 annual meeting of stockholders, at which point the Board will re-evaluate its determination.
Does this filing contain financial results for investors?
No. The filing addresses only the frequency of stockholder advisory votes on executive compensation and does not report financial results or other financial figures.
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