ROKU INC
For the period ended Dec 31, 2023. Filed Feb 16, 2024.
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FY2023 · Filed Feb 16, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
See Index to Financial Statements in Item 8 of this Annual Report.
(a)(2) Financial Statement Schedule
All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements.
(a)(3) Exhibits
The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Number | Exhibit Title | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| 3.1 | Amended and Restated Certificate of Incorporation | 8-K | 001-38211 | 3.1 | 10/3/2017 | |
| 3.2 | Amended and Restated Bylaws | S-1/A | 333-220318 | 3.4 | 9/18/2017 | |
| 4.1 | Reference is made to Exhibit 3.1 | |||||
| 4.2 | Form of Class A Common Stock Certificate | S-1/A | 333-220318 | 4.1 | 9/18/2017 | |
| 4.3 | Description of Securities | 10-K | 001-38211 | 4.3 | 3/2/2020 | |
| 10.1 + | Roku, Inc. 2008 Equity Incentive Plan | S-1 | 333-220318 | 10.3 | 9/1/2017 | |
| 10.2 + | Forms of Option Agreement and Option Grant Notice under 2008 Equity Incentive Plan | S-1 | 333-220318 | 10.4 | 9/1/2017 | |
| 10.3 + | Roku, Inc. 2017 Equity Incentive Plan | S-1/A | 333-220318 | 10.5 | 9/18/2017 | |
| 10.4 + | Forms of Consolidated Option Agreement and Option Grant Notice under 2017 Equity Incentive Plan | 10-K | 001-38211 | 10.4 | 2/18/2022 | |
| 10.5 + | Forms of Consolidated Restricted Stock Unit Grant Notice and Award Agreement under 2017 Equity Incentive Plan | 10-K | 001-38211 | 10.5 | 2/18/2022 | |
| 10.6 + | Executive Supplemental Stock Option Program Enrollment Form | X | ||||
| 10.7 + | Roku, Inc. 2017 Employee Stock Purchase Plan | S-1/A | 333-220318 | 10.8 | 9/18/2017 | |
| 10.8 + | Form of Indemnification Agreement, by and between Roku, Inc. and each of its directors and executive officers | S-1/A | 333-220318 | 10.9 | 9/18/2017 | |
| 10.9 + | Employment Terms Agreement, by and between Roku, Inc. and Stephen Kay, dated November 15, 2013 | S-1 | 333-220318 | 10.9 | 9/1/2017 | |
| 10.10 + | Employment Terms Agreement, by and between Roku, Inc. and Steve Louden, dated June 11, 2015 | S-1 | 333-220318 | 10.11 | 9/1/2017 | |
| 10.11 + | Employment Terms Agreement, by and between Roku, Inc. and Mustafa Ozgen, dated January 17, 2019 | 10-K | 001-38211 | 10.18 | 3/2/2020 | |
| 10.12 + | Offer Letter, by and between Roku, Inc. and Charles Collier, dated September 16, 2022 | 10-K | 001-38211 | 10.18 | 2/16/2023 | |
| 10.13 + | Offer Letter, by and between Roku, Inc. and Dan Jedda, dated February 11, 2023 | 10-Q | 001-38211 | 10.1 | 7/28/2023 | |
| 10.14 + | Employment Contract, by and between Roku DX UK Ltd and Gidon Katz, dated August 9, 2023 | 8-K | 001-38211 | 10.1 | 8/11/2023 | |
| 10.15 + | Roku, Inc. Amended and Restated Severance Benefit Plan | 10-Q | 001-38211 | 10.1 | 11/2/2023 | |
| 10.16 | Coleman Highline Office Lease by and between Roku, Inc. and Cap Phase 1, LLC dated August 1, 2018 (1155 Coleman Ave) | 10-Q | 001-38211 | 10.26 | 8/10/2018 | |
| 10.17 | First Amendment to Coleman Highline Office Lease by and between Roku, Inc. and Cap Phase 1, LLC dated November 12, 2018 (1155 Coleman Ave) | 10-K | 001-38211 | 10.30 | 3/1/2019 | |
| 10.18 | Second Amendment to Coleman Highline Office Lease by and between Roku, Inc. and Cap Phase 1, LLC dated April 30, 2019 (1155 Coleman Ave) | 10-Q | 001-38211 | 10.2 | 8/9/2019 | |
| 10.19 | Assignment and Assumption of Lease, Landlord’s Consent and First Amendment of Lease, dated as of April 30, 2019, by and among Roku, Inc., 8x8, Inc. and CAP Phase I, LLC | 10-Q | 001-38211 | 10.1 | 8/9/2019 | |
| 10.20 | Third Amendment to Coleman Highline Office Lease by and between Roku, Inc. and Cap Phase 1, LLC dated September 29, 2020 (1155 Coleman Ave) | 10-Q | 001-38211 | 10.1 | 4/29/2022 | |
| 10.21 | Fourth Amendment to Coleman Highline Office Lease by and between Roku, Inc. and BCORE Coleman Owner LLC dated April 8, 2022 (1155 Coleman Ave) | 10-Q | 001-38211 | 10.3 | 4/29/2022 | |
| 10.22 | Coleman Highline Office Lease by and between Roku, Inc. and Cap Oz 34, LLC dated August 1, 2018 (1173/1167/1161 Coleman Ave) | 10-Q | 001-38211 | 10.27 | 8/10/2018 | |
| 10.23 | First Amendment to Coleman Highline Office Lease by and between Roku, Inc. and Cap Oz 34, LLC dated November 18, 2018 (1173/1167/1161 Coleman Ave) | 10-K | 001-38211 | 10.31 | 3/1/2019 | |
| 10.24 | Second Amendment to Coleman Highline Office Lease by and between Roku, Inc. and Cap Oz 34, LLC dated April 30, 2019 (1173/1167/1161 Coleman Ave) | 10-Q | 001-38211 | 10.3 | 8/9/2019 | |
| 10.25 | Third Amendment to Coleman Highline Office Lease by and between Roku, Inc. and Cap Oz 34, LLC dated June 4, 2020 (1173/1167/1161 Coleman Ave) | 10-Q | 001-38211 | 10.2 | 4/29/2022 | |
| 21.1 | List of Significant Subsidiaries of Roku, Inc. | X | ||||
| 23.1 | Consent of Independent Registered Public Accounting Firm | X | ||||
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1 * | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.2 * | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97.1 | Roku, Inc. Policy for Recoupment of Incentive Compensation | X | ||||
| 101.INS | Inline XBRL Instance Document | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||
- These exhibits are furnished with this Annual Report and are not deemed filed with the SEC and are not incorporated by reference in any filing of Roku, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings.
- Indicates a management contract or compensatory plan or arrangement.
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