GOPRO, INC. (NASDAQ:GPRO) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
On June 5, 2018, GoPro, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Meeting”). Present at the Meeting in person or by valid proxy were holders of 79,608,664 shares of Class A Common Stock, and holders of 35,876,108 shares of Class B Common Stock, together representing a total of 438,369,744 votes, or 92.97% of the eligible votes, and constituting a quorum. Holders of the Company’s Class A Common Stock were entitled to one vote for each share held as of the close of business on April 12, 2018 (the “Record Date”) and holders of the Company’s Class B Common Stock were entitled to ten votes for each share held as of the close of business on the Record Date. The Class A Common Stock and Class B Common Stock voted as a single class on all matters. At the Meeting, the Company’s stockholders voted on the following three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2018:
1. |
To elect seven directors, all of whom are currently serving on our board of directors, each to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. |
2. |
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018. |
3. |
To approve the amendment to our 2014 Equity Incentive Plan to change the limit on awards that may be made to non-employee directors. |
The final results for each of these proposals are as follows:
Proposal 1: Election of Directors.
Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
Nicholas Woodman |
383,569,476 |
1,324,281 |
53,475,987 |
Kenneth Goldman |
379,151,002 |
5,742,755 |
53,475,987 |
Peter Gotcher |
383,768,636 |
1,125,121 |
53,475,987 |
Alexander Lurie |
383,850,859 |
1,042,898 |
53,475,987 |
Susan Lyne |
383,623,187 |
1,270,570 |
53,475,987 |
Frederic Welts |
383,757,818 |
1,135,939 |
53,475,987 |
Lauren Zalaznick |
383,624,948 |
1,268,809 |
53,475,987 |
Each of the seven nominees was elected to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
Votes For |
Votes Against |
Abstentions |
435,399,428 |
1,632,105 |
1,338,211 |
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. There were no broker non-votes on this matter.
Proposal 3: Approval of Amendment to 2014 Equity Incentive Plan.
Votes For |
Votes Against |
Abstentions |
376,725,754 |
7,987,037 |
180,966 |
The stockholders approved the amendment to our 2014 Equity Incentive Plan to change the limit on awards that may be made to non-employee directors.
About GOPRO, INC. (NASDAQ:GPRO)
GoPro, Inc. produces mountable and wearable cameras (capture devices) and accessories. The Company’s products are sold globally through retailers, wholesale distributors and on its Website. It enables people to capture compelling, immersive photo and video content of themselves in their day to day life, as well as participating in their favorite activities. Its products include HERO line of capture devices. From extreme to mainstream, professional to consumer, GoPro enables the world to capture and share its passions in the form of immersive and engaging content. It develops product solutions to enable consumers to capture, manage, share and enjoy some of the important moments in their lives. GoPro integrates with mobile devices through the GoPro App, which enables engaging self-capture during virtually any activity. It offers two applications, including GoPro Studio and GoPro App, which facilitate posting of photos and videos directly to social networks and content platforms.