0001500435FALSE8-KJune 4, 2024GOPRO, INC.Delaware001-3651477-0629474Class A common stock, $0.0001 par valueGPRONASDAQ Global Select Market00015004352024-06-042024-06-04


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 4, 2024

GoPro_Logo_1C_Black_RGB.jpg

GOPRO, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3651477-0629474
(State or Other Jurisdiction
of Incorporation)		(Commission File No.)(I.R.S. Employer
Identification No.)
3025 Clearview Way, San Mateo, CA 94402
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 332-7600

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.0001 par valueGPRONASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 4, 2024, GoPro, Inc (the "Company") held its 2024 Annual Meeting of Stockholders (the "Meeting"). Present at the Meeting in person or by valid proxy were holders of 84,904,162 shares of Class A Common Stock, and holders of 250,360,700 shares of Class B Common Stock, or 86.27% 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 9, 2024 (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 four proposals, each of which is described in more detail in the Company’s Proxy Statement:

1.To elect seven directors, all of whom are currently serving on our the Company's 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 the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
3.    To approve the advisory (non-binding) resolution on executive compensation.
4. To approve an amendment of the Company's Restated Certificate of Incorporation (the "Restated Certificate") to allow for the exculpation of officers in certain circumstances permitted under law.

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
288,722,20416,127,77130,414,887
Tyrone Ahmad-Taylor
289,235,88415,614,09130,414,887
Kenneth Goldman
299,946,5594,903,41630,414,887
Peter Gotcher
303,035,8211,814,15430,414,887
Shaz Kahng283,147,54821,702,42730,414,887
Alexander Lurie
302,863,8301,986,14530,414,887
Susan Lyne
289,292,61215,557,36330,414,887

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
332,223,2682,606,446435,148




The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. There were no broker non-votes on this matter.

Proposal 3: Approval of Advisory (Non-Binding) Resolution on Executive Compensation.
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
302,600,5062,055,544193,92530,414,887

The stockholders approved the advisory (non-binding) resolution on executive compensation.

Proposal 4: Approval of the Amendment of the Company's Restated Certificate of Incorporation.
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
276,512,08328,063,119274,77330,414,887

The stockholders approved the amendment of our Restated Certificate to allow for the exculpation of officers in certain circumstances permitted under law.






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

GoPro, Inc.
(Registrant)
Dated: June 7, 2024
By: /s/ Eve T. Saltman
Eve T. Saltman
Senior Vice President, Corporate & Business Development, Chief Legal Officer and Secretary



v3.24.1.1.u2
Cover
Jun. 04, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jun. 04, 2024
Entity Registrant Name GOPRO, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36514
Entity Tax Identification Number 77-0629474
Entity Address, Address Line One 3025 Clearview Way
Entity Address, City or Town San Mateo
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94402
City Area Code (650)
Local Phone Number 332-7600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common stock, $0.0001 par value
Trading Symbol GPRO
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001500435
Amendment Flag false
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