Roblox Corp
For the period ended May 30, 2024. Filed Apr 11, 2024.
View on SEC.govAbout 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 30, 2024 · Filed Apr 11, 2024
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 2023 annual report to stockholders for detailed information regarding the 2023 financial and operating performance of Roblox, including the audited financial statements and related notes included in the report.
| ITEM 1 | |
|---|---|
| Election of Class III Directors | SEE PAGE11 |
| THE BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE. | |
| ITEM 2 | |
| Advisory Vote on the Compensation of our Named Executive Officers | SEE PAGE43 |
| THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL. | |
| ITEM 3 | |
| Ratification of the Independent Registered Public Accounting Firm | SEE PAGE80 |
| THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL. | |
| PLEASE VOTE TODAYYour 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 2024 ANNUAL MEETINGPlease see “Questions and Answers About the Proxy Materials and 2024 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. |
|---|
| | | |
|---|---|---|
| | 5 | 2024 PROXY STATEMENT |
Note About Forward-Looking Statements
This document 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 document are forward-looking. We 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, 2023. 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.
| · · | |
|---|---|
| 6 | |
Board Highlights
| · Committee Memberships · Other Public CompanyDirectorships | |||||||
|---|---|---|---|---|---|---|---|
| DirectorSince · ACC · LDCC · NCGC | |||||||
| Nominees | Anthony P. Lee IND, LEAD Vice President of Altos Ventures Management Inc. | 2008 | | | ■ | — | |
| Andrea Wong IND Former President of International Production for Sony Pictures Television and International for Sony Pictures Entertainment | 2020 | | ■ | 3 | |||
| Continuing | Christopher Carvalho IND Former Chief Operating Officer of Kabam Games Inc. | 2015 | | 1 | |||
| Gina Mastantuono IND Chief Financial Officer of ServiceNow Inc. | 2021 | ■ | | — | |||
| Jason Kilar IND Former CEO of Warner Media, LLC | 2023 | | 1 | ||||
| David BaszuckiFounder, President, Chief Executive Officer and Chair of Roblox Corporation | 2004 | | | | — | ||
| Gregory BaszuckiCo-Founder of Founder Partners, Chief Executive Officer of Wheelhouse Enterprises | 2008 | | | | — | ||
ACC – Audit and Compliance Committee
LDCC – Leadership Development and Compensation Committee
NCGC – Nominating and Corporate Governance Committee
Member
◼ Chairperson
LEAD Lead Independent Director
IND Independent
| | | |
|---|---|---|
| | 7 | 2024 PROXY STATEMENT |
A Diverse and Skilled Board
We believe that our diverse board of directors (our “Board”) has an appropriate mix of skills, expertise and experience to oversee critical matters of the Company and to represent the interests of our stockholders.
| Skill / Experience | Criteria / Description | Members withExperience |
|---|---|---|
| Public Company CEO / Executive | Experience 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) | ■■■ |
| Private Company Board (excluding Roblox) | Current or prior experience as a member of a privately-held company board (excluding Roblox) | ■■■■■■■ |
| Entertainment Industry | Experience and expertise with the entertainment and media industry and businesses | ■■■■ |
| Government Relations / Regulatory | Background or experience in regulatory and public policy | ■■ |
| Technology / Digital Media | Experience 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 | ■■■■■■ |
| Public Company Finance | Experience as an executive responsible for financial results of a breadth and complexity comparable to Roblox | ■■ |
| Audit / Accounting | Experience with accounting, financial reporting processes and internal controls, including experience working with financial statements and auditors | ■■■■■ |
| Mergers and Acquisitions | M&A and integration experience (including buy-and sell-side) as a public company director | ■■■■ |
| Cybersecurity | Understanding of and experience in overseeing corporate cybersecurity programs and having a history of participation in relevant cyber education | ■■ |
| International Operations | Experience with the challenges companies face in building out international operations and compliance programs | ■■■■■■ |
| People / Compensation | Expertise in aligning Company culture, performance, reward and talent with strategy as well as remote and flexible work strategies | ■■■■■■■ |
| Leadership Development | Experience with corporate governance requirements, leadership development and succession planning of management | ■■■■■■ |
| Corporate History and Evolution | Experience and understanding of Roblox's corporate history and evolution | ■■■■■■■ |
| · · | |
|---|---|
| 8 | |
Corporate Governance Highlights
We believe that good corporate governance promotes the long-term interests of our stockholders, 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 19, including the following highlights:
| | | |
|---|---|---|
| ◼strong lead independent director with expansive duties;◼board comprised of 71.4% independent directors;◼executive sessions of non-management directors and at least two annual executive sessions of independent directors;◼annual Board and committee self-evaluations;◼strong Board diversity;◼detailed strategy and risk oversight by board and committees;◼no director overboarding;◼100% independent Board committees; | ◼focus on executive officer succession planning;◼director onboarding program and continuing director education;◼periodic review of committee charters and key governance policies;◼stock ownership guidelines for directors and executive officers;◼commitment to fostering a diverse and inclusive workplace; ◼focus on Company culture; and◼annual advisory Say-on-Pay vote. |
| | | |
|---|---|---|
| | 9 | 2024 PROXY STATEMENT |
Executive Compensation Highlights
Pay for Performance and Stockholder Alignment
Our compensation program focuses onownership,long-term retentionand** value creation**.
| ■ | Base Salary + Long-Term Equity Awards in 2023 |
| ■ | CEO: 100% of compensation was based on the Founder and CEO Long-Term Performance Award and required substantial share price growth over a five-year performance period for vesting. |
| ■ | Other NEOs: over 90% of compensation of our other continuing named executive officers (“NEOs”) was equity-based and subject to either time-based vesting over three years or performance-based vesting, based on achievement against bookings and adjusted EBITDA 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 2023, our CEO’s entire compensation was at-risk, and based on substantial stock price performance✔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 requirements apply to all executive officers and non-employee directors✔Annual advisory vote on NEO compensation✔Regular 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 |
| · · | |
|---|---|
| 10 | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.