GoPro (GPRO) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on June 2, 2026, with shareholders able to vote online or by proxy.

• Key proposals include director elections, auditor ratification, executive compensation, equity plan amendment, and approval for convertible debenture share issuance.

• Shareholders of record as of April 7, 2026, are entitled to vote, with Class B shares carrying 10 votes per share and Class A shares one vote per share.

Voting matters and shareholder proposals

• Seven directors are nominated for election to serve until the 2027 annual meeting.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026 is proposed.

• Advisory vote on executive compensation (Say-on-Pay) is included.

• Amendment to the 2024 Equity Incentive Plan to add 13,000,000 shares is proposed.

• Approval sought for issuance of maximum shares upon conversion of convertible debentures and removal of the Exchange Cap per Nasdaq rules.

Board of directors and corporate governance

• Board consists of seven members, with a mix of independent and non-independent directors.

• Lead independent director role is established to enhance board oversight.

• Board committees (Audit, Compensation, Nominating) are fully independent and meet regularly.

• Annual board and committee evaluations are conducted, often with independent consultants.

• Director compensation includes cash retainers and RSU grants, with annual benchmarking.