GoPro (GPRO) Proxy filing summary

Voting matters and shareholder proposals

• Election of eight directors, with board recommending a vote for all nominees, including Nicholas Woodman and Susan Lyne.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation, with board recommending approval.

• Approval of an amendment to the 2024 Equity Incentive Plan to add 13,000,000 shares.

• Approval of issuance of maximum shares of Class A Common Stock upon conversion of all Convertible Debentures and removal of the Exchange Cap, per Nasdaq rules.

Board of directors and corporate governance

• Board slate includes eight nominees with diverse backgrounds in leadership and industry experience.

Audit committee and external auditor matters

• Proposal to ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for the upcoming fiscal year.