ROKU INC
For the period ended Jun 11, 2025. Filed Apr 25, 2025.
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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.
Jun 11, 2025 · Filed Apr 25, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Roku, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Roku, Inc.
1173 Coleman Avenue
San Jose, California 95110
Notice of Annual Meeting of Stockholders
To Be Held on June 11, 2025 at 9:00 a.m. Pacific Time
To the Stockholders of Roku, Inc.:
On behalf of our board of directors (our Board), it is our pleasure to invite you to attend the 2025 Annual Meeting of Stockholders (the Annual Meeting) of Roku, Inc., a Delaware corporation (Roku). The Annual Meeting will be held virtually, via live webcast atwww.virtualshareholdermeeting.com/ROKU2025 on Wednesday, June 11, 2025 at 9:00 a.m. Pacific Time, for the following purposes, as more fully described in the accompanying proxy statement:
| 1. | To elect three Class II directors to serve until our 2028 annual meeting of stockholders. |
| 2. | To consider an advisory vote on Roku’s named executive officer compensation. |
| 3. | To consider an advisory vote on the frequency of future advisory votes on Roku’s named executive officer compensation. |
| 4. | To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025. |
| 5. | To conduct any other business properly brought before the Annual Meeting. |
Only stockholders of record of our Class A and Class B common stock at the close of business on April 14, 2025, the record date, may vote at the Annual Meeting or any adjournment thereof.
On or about April 25, 2025, we expect to mail our stockholders a Notice of Internet Availability of Proxy Materials (the Notice) containing instructions on how to access our proxy statement and annual report. The Notice provides instructions on how to vote via the internet or by telephone and how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our annual report can be accessed atwww.proxyvote.com. You will be asked to enter the control number located on your Notice or proxy card.
A list of stockholders entitled to vote will be available for 10 days ending the day prior to the Annual Meeting at our headquarters, 1173 Coleman Avenue, San Jose, California 95110. If you would like to view the stockholder list, please contact the office of our Corporate Secretary via email atcorporatesecretary@roku.com. In addition, a list of stockholders of record will be available during the Annual Meeting for inspection by stockholders of record for any legally valid purpose related to the Annual Meeting atwww.virtualshareholdermeeting.com/ROKU2025.
By Order of the Board of Directors
Anthony Wood
Chief Executive Officer, President, and Chairman
San Jose, California
April 25, 2025
YOUR VOTE IS IMPORTANT. Whether or not you expect to attend the Annual Meeting, you are urged to vote and submit your proxy by following the voting procedures described in the proxy card or in the Notice. Even if you have voted by proxy, you may still vote during the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank, or other agent and you wish to vote during the Annual Meeting, you must follow the instructions from your broker, bank, or other agent.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.