GoPro (GPRO) Proxy filing summary

Executive summary

• Merger agreement dated September 1, 2026; if completed, Merger Sub merges into the surviving entity, with Parent owning ~90% and existing holders ~10% of its Class A shares. Closing is expected by year-end 2026, subject to approvals and conditions.

• Each eligible share converts to $1.14 cash plus 0.1 surviving-entity share; cash may be reduced for net working capital below the contractual threshold. The surviving entity is intended to remain public and Nasdaq-listed.

• Board unanimously found the terms fair and in stockholders’ best interests; Houlihan Lokey opined that consideration was fair financially. The board cited recurring losses, declining revenue, constrained liquidity and going-concern uncertainty.

• Midtown Equities committed up to $395 million; the merger has no financing condition. The agreement may be terminated if not closed by December 31, 2026, with a $10 million fee payable in specified cases.

Voting matters and shareholder proposals

• Five proposals: adopt the merger agreement; approve the share issuance/change of control; advisory merger-related executive compensation; authorize a 1-for-2 to 1-for-10 reverse split; and permit adjournment to seek votes.

• Board recommends FOR all five proposals. Merger adoption and reverse-split approval each require a majority of outstanding voting power; non-votes and abstentions count against both.

• Change-of-control, compensation and adjournment proposals require a majority of votes cast for or against; the compensation vote is non-binding and does not condition closing.

• The virtual special meeting date and record date remain blank in the preliminary materials; stockholders may vote by mail, phone, internet or online at the meeting.

Board of directors and corporate governance

• At the effective time, Nicholas Woodman is expected to resign as CEO and director; Charles Tebele is expected to become Chair and CEO. No other board or management changes are contemplated in the proxy summary.

• The board formed a Strategic Review Committee of Mick Lopez, Susan Lyne and Nicholas Woodman; it oversaw the review process while the full board retained transaction approval authority.

• A broad sale process contacted 103 prospective counterparties; 42 signed confidentiality agreements. After negotiations and increased execution concerns with the other finalist, the board pursued Buyer’s transaction.

• Board considered the CEO’s control of a majority of voting power and the absence of a majority-of-the-minority approval condition when evaluating the deal.