Roblox Corp

For the period ended May 28, 2026. Filed Apr 16, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 28, 2026 · Filed Apr 16, 2026

RBLX$49.30+3.5%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Proxy Summary

This proxy summary highlights information regarding Roblox Corporation (“Roblox” or the “Company”) and certain information included elsewhere in this proxy statement. You should read the entire proxy statement before voting. You should also review our 2025 annual report to stockholders for detailed information regarding the 2025 financial and operating performance of Roblox, including the audited financial statements and related notes included in the report.

ITEM 1
Election of Class II DirectorsThe Board Recommends a Vote FOR Each Director Nominee.	See Page13
ITEM 2
Advisory Vote on the Compensation of our Named Executive OfficersThe Board Recommends a Vote FOR this Proposal.	See Page42
ITEM 3
Ratification of the Independent Registered Public Accounting FirmThe Board Recommends a Vote FOR this Proposal.	See Page80

Please Vote Today

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we urge you to vote promptly. Please carefully review the proxy materials and follow the instructions to cast your vote on all of the proposals.

Questions and Answers About the 2026 Annual Meeting

Please see*“Questions and Answers About the Proxy Materials and 2026 Annual Meeting”** * for important information about the Annual Meeting, virtual meeting format, proxy materials, voting, Company documents, communications, deadlines to submit stockholder proposals and other pertinent information.



	7	2026 Proxy Statement

Note About Forward-Looking Statements

This proxy statement includes forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical or current facts made in this proxy statement are forward-looking. We may use words such as “anticipate,” “believe,” “may,” “will,” “should,” “could,” “estimate,” “continue,” “expect,” “future,” “intend,” “target,” “project,” “plan,” “contemplate,” “predict” and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our Annual Report on Form 10-K for the year ended December 31, 2025. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements we make.

Note About Our Website and Reports

None of the statements on our website, other websites, or the current or periodic reports referenced or discussed in this proxy statement, are deemed to be part of, or incorporated by reference into, this proxy statement. Some of the statements on our website, other websites, or the current or periodic reports herein, may contain cautionary statements regarding forward-looking information that should be carefully considered. The statements on our website, other websites or other current or periodic reports may also change at any time and we undertake no obligation to update them, except as required by law.

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8

Board at a Glance



	9	2026 Proxy Statement

Director Experience and Qualifications

We believe that our board of directors (our “Board”) has an appropriate and broad mix of skills, expertise and experience to oversee critical matters of the Company and to represent the interests of our stockholders.


Public Company CEO / ExecutiveExperience as a current or former CEO, President, CFO and/or COO within the past 5 years Public Company Board(excluding Roblox)Experience serving as a member of a public company board within the last five years (excluding Roblox) Gaming and Entertainment IndustryExperience and expertise with the gaming, entertainment and media industry and businesses Public Company FinanceExperience as an executive responsible for financial results of a breadth and complexity comparable to Roblox CybersecurityUnderstanding of and experience in overseeing corporate cybersecurity programs and having a history of participation in relevant cyber education		Technology/Digital MediaExperience and expertise in technology-related business or technology functions, resulting in knowledge of how to anticipate technological trends and an understanding of technology related risks Audit/AccountingExperience with accounting, financial reporting processes and internal controls, including experience working with financial statements and auditors Mergers and AcquisitionsM&A and integration experience (including buy-and sell-side) as a public company director Government Relations/RegulatoryBackground or experience in regulatory and public policy		International OperationsExperience with the challenges companies face in building out international operations and compliance programs People/CompensationExpertise in aligning company culture, performance, reward and talent with strategy as well as remote and flexible work strategies Leadership DevelopmentExperience with corporate governance requirements, leadership development and succession planning of management Corporate History and EvolutionExperience and understanding of Roblox’s corporate history and evolution

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Corporate Governance Highlights

We believe that good corporate governance promotes the long-term interests of the Company, strengthens our Board and management accountability and leads to better business performance. For these reasons, we are committed to maintaining strong corporate governance practices.

Details regarding our corporate governance practices can be found in the*“Corporate Governance”** * section beginning on page 23, including the following highlights:



		Board Composition and Independence◼Board brings a mix of operating, financial and governance experience across relevant sectors◼75% independent Board and 100% independent Board committees◼Lead Independent Director with expansive duties◼Stringent director overboarding limits (including CEO limit)◼Average Board tenure of 10.4 years


		Board and Committee Practices◼Robust annual Board and committee self-evaluations◼Regular executive sessions of non-management directors and independent directors◼Committees have authority to retain independent advisors and consultants as needed◼Director onboarding program and continuing director education◼Periodic review of committee charters and key governance policies


		Compensation Governance and Accountability◼Annual advisory Say-on-Pay vote◼Stock ownership guidelines for non-employee directors and executive officers◼Prohibition on hedging, short sales and derivative trading◼Executive officer private company investment guidelines◼Stockholder communications process for contacting non-management directors



	11	2026 Proxy Statement

Executive Compensation Highlights

Pay for Performance and Stockholder Alignment

Our compensation program focuses on ownership, long-term retention and value creation.

Executive Compensation in 2025

◼	CEO: 100% of our CEO’s direct compensation was equity-based subject to either time-based vesting over three years or performance-based vesting, with the performance based on achievement against pre-determined bookings and Covenant Adjusted EBITDA margin targets.

◼	Non-CEO: Other than our CEO, approximately 90% of the compensation of each of our current named executive officers (“NEOs”) was equity-based and subject to either time-based vesting over multiple years or performance-based vesting, with the performance based on achievement against pre-determined bookings and Covenant Adjusted EBITDA margin targets.

Compensation Practices


	What we do			What we do not do
	◼100% independent directors on our Leadership Development and Compensation Committee (“LDCC”)◼Independent compensation advisor, who provides no other services to the Company◼In 2025, 100% of our CEO’s direct compensation was equity-based◼Annual review of NEO compensation levels using size-appropriate peer group and broader technology industry survey data◼Double-trigger change in control arrangements◼Assess the risk-reward balance of our compensation programs to mitigate undue risks◼Robust stock ownership guidelines apply to all executive officers and non-employee directors◼Annual advisory vote on NEO compensation◼At least annual reviews of executive officer compensation and peer group data			◼No pension plans◼No hedging or pledging of our stock by directors, executives or employees◼No excise tax gross-ups upon a change in control

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.