GoPro Inc.

06/04/2026 | Press release | Distributed by Public on 06/04/2026 14:19

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 2, 2026, the Company held its 2026 Annual Meeting of Stockholders (the "Meeting"). Present at the Meeting in person or by valid proxy were holders of 79,201,721 shares of Class A Common Stock, and holders of 250,360,700 shares of Class B Common Stock, or 82.40% of the eligible votes, and constituting a quorum. Holders of the Company's Class A Common Stock were entitled to one vote for each share held as of the close of business on April 7, 2026 (the "Record Date") and holders of the Company's Class B Common Stock were entitled to ten votes for each share held as of the close of business on the Record Date. The Class A Common Stock and Class B Common Stock voted as a single class on all matters. At the Meeting, the Company's stockholders voted on the following five proposals, each of which is described in more detail in the Company's Proxy Statement filed on April 21, 2026:
1.To elect seven directors, all of whom are currently serving on the Company's board of directors, each to serve until the next annual meeting of stockholders or until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.
2.To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
3.To approve the advisory (non-binding) resolution on executive compensation.
4.To approve an amendment to the GoPro, Inc. 2024 Equity Incentive Plan with an additional 13,000,000 shares.
5.To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of the maximum number of shares of Class A Common Stock issuable upon conversion of all convertible debentures and removal of the exchange cap.
The final results for each of these proposals are as follows:
Proposal 1: Election of Directors.
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Nicholas Woodman
273,831,210 12,725,342 43,005,869
Tyrone Ahmad-Taylor
275,338,554 11,217,998 43,005,869
Emily S. Culp Hogue
282,650,568 3,905,984 43,005,869
Michael C. Dennison
282,661,570 3,894,982 43,005,869
Shaz Kahng 267,770,350 18,786,202 43,005,869
Miguel A. Lopez Ben
282,654,736 3,901,816 43,005,869
Susan Lyne
275,579,994 10,976,558 43,005,869
Each of the seven nominees was elected to serve until the next annual meeting of stockholders or until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
Votes For
Votes Against
Abstentions
322,715,568 5,741,927 1,104,926
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. There were no broker non-votes on this matter.
Proposal 3: Approval of Advisory (Non-Binding) Resolution on Executive Compensation.
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
279,805,343 5,425,042 1,326,167 43,005,869
The stockholders approved the advisory (non-binding) resolution on executive compensation.
Proposal 4: Approval to Amend the 2024 Equity Incentive Plan With Additional 13,000,000 Shares.
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
262,773,701 22,476,453 1,306,398 43,005,869
The stockholders approved the first amendment to the 2024 Equity Incentive Plan to increase the number of shares of Class A common stock authorized for issuance under the 2024 Equity Incentive Plan by 13,000,000 shares.
Proposal 5: Approval, in Accordance with Nasdaq Listing Rule 5635(d), of the Issuance of the Maximum Number of Shares of Class A Common Stock Issuable upon Conversion of All Convertible Debentures and Removal of the Exchange Cap.
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
278,400,088 6,830,176 1,326,288 43,005,869
The stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of the maximum number of shares of Class A Common Stock issuable upon conversion of all Convertible Debentures and removal of the Exchange Cap.
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