GoPro (GPRO) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2025, with voting available online for all shareholders.

• Shareholders will vote on the election of seven directors, ratification of the external auditor, and a non-binding advisory vote on executive compensation.

• The company uses internet distribution for proxy materials to increase efficiency and reduce costs.

• Only shareholders of record as of April 8, 2025, are entitled to vote at the meeting.

Voting matters and shareholder proposals

• Proposals include electing seven directors, ratifying PricewaterhouseCoopers LLP as auditor for 2025, and an advisory vote on executive compensation.

• Each Class A share has one vote; each Class B share has ten votes.

• The board recommends voting FOR all proposals.

• Shareholders may submit additional proposals or nominations for future meetings following specific procedures.

Board of directors and corporate governance

• The board consists of eight directors, with seven nominated for election in 2025.

• Nicholas Woodman serves as CEO and Chairman; Tyrone Ahmad-Taylor will become lead independent director.

• All board committees (Audit, Compensation, Nominating) are composed of independent directors.

• The board regularly reviews governance guidelines, committee charters, and the Code of Business Conduct and Ethics.

• Board and committee meetings had high attendance, and all directors attended at least 75% of meetings in 2024.