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Roblox Corp

For the period ended May 30, 2024. Filed Apr 11, 2024.

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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.

May 30, 2024 · Filed Apr 11, 2024

RBLX$49.30+3.5%Stored close · as of Nov 6, 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
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

ROBLOX CORPORATION_

(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 the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

Letter from the Founder and CEO

Fellow Shareholders,

This year marks Roblox’s third year as a public company. Over the last three years, the company grew daily active users (DAUs) 110% as we ‘aged up’ and expanded internationally. In 2023, we delivered our strongest year ever in revenue, bookings, DAUs, and Hours Engaged.

We also reinforced our competitive advantages by expanding our leadership team, investing in critical infrastructure, and empowering our Roblox developer community with new tools and technologies. Last year at our annual Investor Day, we discussed unlocking new value on the platform with the addition of advertising and e-commerce to complement our core microtransaction economy, bolstering the long-term growth roadmap of the company.

But, I want to take a step back to look at what is behind our growth. Our vision is to reimagine the way people come together. A fundamental part of being human is connecting, sharing, and doing things together. We are building an immersive shared-experiences platform to enhance and deepen positive human connection.

We believe we are at a critical moment for humanity. The news is full of headlines about how society is becoming less happy, more anxious, and more polarized. The incredible pace of technology with advances in areas like artificial intelligence (AI) is both awe-inspiring and anxiety-inducing. In a world that is more connected than ever, people are reporting feeling more and more isolated. According to the US Surgeon General, a lack of social connection can be as lethal as smoking 15 cigarettes a day.

While there is always concern about the potential impacts of new technologies, we remain optimistic. As digital technologies become more capable of mirroring and augmenting the physical world, new opportunities for human connection, communication, togetherness, and learning emerge.

At Roblox, we are creating an entirely new category with a mission to connect a billion people with optimism and civility. Every day, more than 70 million users come to Roblox to create, play, work, learn, and connect with each other in experiences built by our global community of creators.

In 2006 when we formed Roblox, we envisioned a singular platform to bring people together when they could not be together in real life. In 2023, 6.8 billion friendships were made on the platform with 18.6 million new friendships being formed daily. We view this not just as a big opportunity, but as a huge responsibility.

Safety and civility have been a foundation of our platform since day one. We built our first moderation system within a month of launching our platform and have stringent safety systems we constantly improve and evolve. We build safety features into design, employ a worldwide team of moderators who are working 24/7, partner with leading global organizations, and maintain a strict set of Community Standards. In 2023, we made great strides through AI and machine learning to not only improve our automated content moderation, but gain greater efficiencies. As we look to the future and continue to scale, we are focused on building a dynamic set of systems where age-appropriate experiences for every life stage can be found.

We have already brought so much of our vision to life through years of relentless innovation. Everyday our teams focus on solving cutting-edge technical challenges to enable more immersive communication, expand opportunities for our users to express themselves, and simplify ways to create and build on our platform. Most importantly, we are doing all of this in a safe, civil, and welcoming environment.

We are building a future where Roblox is “the place” to connect and communicate with family, friends, both old and new, and people around the world to forge new communities and share experiences with others who have similar interests. We are shepherding new and better ways for people to come together when they cannot be together in the real world.

We are enjoying having you along for our journey.

David Baszucki

Founder, President, CEO and Chair of our Board of Directors

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​12024 PROXY STATEMENT

Notice of 2024 Annual Meeting of Stockholders

970 Park Place

To the Stockholders of Roblox Corporation:

On behalf of our board of directors, it is our pleasure to invite you to attend the 2024 annual meeting of stockholders (including any adjournment or postponement thereof, the “Annual Meeting”) of Roblox Corporation. The Annual Meeting will be held virtually via live webcast athttps://web.lumiagm.com/215721927 (password: roblox2024), originating from San Mateo, California, on Thursday, May 30, 2024 at 8:00 a.m., Pacific Time.

We are holding the Annual Meeting to seek your approval of the following proposals:

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ProposalsBoard Vote RecommendationFor Further Details
1.Election of Class III Directors​“FOR” each director nominee​Page 11
2.Advisory Vote on the Compensation of our Named Executive Officers​“FOR”​Page 43
3.Ratification of the Independent Registered Public Accounting Firm​“FOR”​Page 80

These items of business are more fully described in the proxy statement accompanying this letter.

Stockholders will also act on any other business properly brought before the meeting. At this time we are not aware of any such additional matters.

The record date for the Annual Meeting is April 1, 2024. Only stockholders of record of our Class A common stock and Class B common stock at the close of business on the record date may vote at the Annual Meeting. For stockholders of record, to vote in the Annual Meeting, you will need the control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”) or proxy card. If you are a street name stockholder, you will need to obtain a legal proxy from your broker, bank, or other nominee in order to vote your shares at the Annual Meeting.

On or about April 11, 2024, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report. This notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our annual report can be accessed directly at the following Internet address: http://astproxyportal.com/ast/24055/.

Whether or not you plan to attend the Annual Meeting, we urge you to submit your proxy or voting instructions via the Internet, telephone, or mail as soon as possible.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the meeting chair or secretary will convene the meeting at 9:00 a.m. Pacific Time on the date specified above and at the Company’s address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investor Relations page of Roblox’s website at https://ir.roblox.com.

By order of the board of directors,

MARK REINSTRA

General Counsel and Corporate Secretary

San Mateo, California

April 11, 2024

​ · ​ · ​
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NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

How to Vote in Advance of the Meeting

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Internet​Telephone​Mail​Qr Code
www.voteproxy.com​1-800-776-9437 (U.S. and Canada)1-718-921-8500 (all other countries)​Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope​Scan this QR code to vote with your mobile device

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 30, 2024. The proxy statement and the annual report are available at http://astproxyportal.com/ast/24055/.

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​32024 PROXY STATEMENT
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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.