Roku Inc.

06/12/2025 | Press release | Distributed by Public on 06/12/2025 14:48

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 11, 2025, Roku, Inc. ("Roku") held its annual meeting of stockholders via a live webcast (the "Annual Meeting"). At the Annual Meeting, Roku's stockholders voted on four proposals, each of which is described in more detail in Roku's definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 25, 2025 (the "2025 Proxy Statement"). The following is a brief description of each matter voted on and the certified results, including the number of votes cast for, against or withheld, as applicable, and the number of abstentions and broker non-votes, as applicable, with respect to each matter.
1.The Class II director nominees were elected to serve until Roku's 2028 annual meeting of stockholders and in each case until their successors are elected and qualified or until their earlier death, resignation or removal. The voting results were as follows:
Director Name Votes For Votes Withheld Broker Non-Votes Percentage of Votes in Favor
Jeffrey Blackburn 247,030,372 4,759,957 22,212,393 98.1%
Gina Luna 244,394,807 7,395,522 22,212,393 97.1%
Ray Rothrock 217,181,173 34,609,156 22,212,393 86.3%
2.Stockholders approved, on an advisory basis, the compensation of Roku's named executive officers, as described in the 2025 Proxy Statement. The voting results were as follows:
Votes For Votes Against Abstentions Broker Non-Votes Percentage of Votes in Favor
197,969,921 53,631,435 188,973 22,212,393 78.6%
3.Stockholders approved, on an advisory basis, a frequency of future stockholder advisory votes on the compensation of Roku's named executive officers of "one year." The voting results were as follows:
One Year Two Years Three Years Abstentions Broker Non-Votes Percentage of Votes in Favor of One Year
250,316,218 130,761 1,219,835 123,515 22,212,393 99.4%
4.Stockholders ratified the appointment of Deloitte & Touche LLP as Roku's independent registered accounting firm for the fiscal year ending December 31, 2025. The voting results were as follows:
Votes For Votes Against Abstentions Percentage of Votes in Favor
271,526,520 2,085,597 390,605 99.1%
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