GoPro (GPRO) Proxy filing summary

Executive summary

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

• Seven directors are nominated for election, all currently serving, with terms expiring at the 2027 meeting.

• Key proposals include director elections, auditor ratification, a say-on-pay vote, an amendment to the equity incentive plan, 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 each and Class A shares one vote each.

Voting matters and shareholder proposals

• Proposals: (1) Election of seven directors; (2) Ratification of PricewaterhouseCoopers LLP as auditor for 2026; (3) Advisory vote on executive compensation; (4) Amendment to the 2024 Equity Incentive Plan to add 13,000,000 shares; (5) Approval for issuance of shares upon conversion of convertible debentures and removal of the exchange cap.

• The board recommends voting FOR all proposals.

• Shareholders may also submit other business as appropriate.

Board of directors and corporate governance

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

• Corporate governance guidelines, committee charters, and a code of conduct are reviewed annually.

• The CEO serves as board chair; a lead independent director is appointed to ensure independent oversight.

• All board committees (audit, compensation, nominating) are composed of independent directors.

• Directors receive annual cash retainers and RSU grants, with compensation reviewed annually for market alignment.