Roku (ROKU) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 11, 2026, to be held virtually, with voting on director elections, executive compensation, and auditor ratification.

• Only stockholders of record as of April 13, 2026, are entitled to vote; Class A shares have one vote each, Class B shares have ten votes each.

• Board consists of eight directors, majority independent, with robust governance practices and regular self-evaluations.

• Proxy materials are distributed electronically to enhance participation and reduce environmental impact.

Voting matters and shareholder proposals

• Three Class III directors (Jeffrey Hastings, Neil Hunt, Anthony Wood) nominated for election to serve until 2029.

• Advisory vote on named executive officer compensation (say-on-pay) for 2025.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Stockholder proposals for the 2027 meeting must be submitted between February 11 and March 13, 2027; Rule 14a-8 proposals due by December 25, 2026.

Board of directors and corporate governance

• Board committees (Audit, Compensation, Governance) are fully independent and operate under written charters.

• Board regularly reviews independence and composition; majority of directors are independent under Nasdaq standards.

• Board leadership structure emphasizes independent oversight; no lead independent director, but regular executive sessions held.

• Board and committees conduct annual self-evaluations and maintain a continuing education program for directors.

• Director qualifications emphasize integrity, industry knowledge, finance, management, and governance expertise.