ROKU, INC
For the period ended Jun 11, 2026. Filed Apr 24, 2026.
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Jun 11, 2026 · Filed Apr 24, 2026
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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, 2026 at 9:00 a.m. Pacific Time
To Our Stockholders:
On behalf of our Board of Directors, we invite you to attend the 2026 Annual Meeting of Stockholders (the Annual Meeting) of Roku, Inc., a Delaware corporation (Roku). The Annual Meeting will be held virtually, by live webcast atwww.virtualshareholdermeeting.com/ROKU2026 on Thursday, June 11, 2026 at 9:00 a.m. Pacific Time. As more fully described in the accompanying proxy statement, the Annual Meeting is being held:
| 1. | To elect three Class III directors to serve until our 2029 annual meeting of stockholders. |
| 2. | To consider an advisory vote on Roku’s named executive officer compensation. |
| 3. | To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026. |
| 4. | 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 13, 2026 (the Record Date) may vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.
On or about April 24, 2026, we expect to mail our stockholders a Notice of Internet Availability of Proxy Materials (the Notice) containing instructions on how to electronically access our proxy statement and annual report atwww.proxyvote.com, vote by internet or by telephone, or receive a paper copy of our proxy materials by mail. You will be asked to enter the control number located on your Notice or proxy card.
For ten days prior to the Annual Meeting, a list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relevant to the Annual Meeting. Please email corporatesecretary@roku.com to make arrangements to examine the stockholder list.
By order of the Board of Directors,
Anthony Wood
Chief Executive Officer, President, and Chairman
San Jose, California
April 24, 2026
Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote in advance by following the instructions in your proxy card or Notice. If you already voted by proxy, you can change your vote during the Annual Meeting. If your shares are held by a broker, bank, or other agent and you wish to vote during the Annual Meeting, you must follow the instructions provided by the 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.