Gopro Inc

This non-binding advisory proposal asks stockholders to approve GoPro’s executive compensation as disclosed in the Compensation Discussion and Analysis, the compensation tables and narrative disclosure. The vote is advisory only, but the Board and Compensation Committee state they will carefully consider the outcome when making future decisions; the company previously received strong shareholder support for its approach. Management designed the program to align pay with the Company’s strategy by using cash bonuses tied to non-GAAP operating income and equity awards (RSUs and PSUs) that vest over multi-year periods to link pay to long-term value creation. The Compensation Committee used a peer group and consultant (Compensia) benchmarking and retained discretion to adjust awards based on individual and company performance; in 2025 the corporate metric was non-GAAP operating income with payout from 0% to 150% of target. The advisory vote also provides a signaling mechanism for shareholders to express views on compensation design, including the mix of fixed pay, annual incentives and performance-based equity. If approved, the Board views it as affirmation of current pay practices; if not approved, the Board has indicated it will evaluate the feedback and consider changes. The key governance context includes the company’s clawback policy, stock ownership guidelines, prohibition on hedging/pledging, and that PSUs are subject to clear performance metrics; the vote does not change awarded compensation directly. For a sophisticated investor, this vote should be evaluated in light of recent financial performance (2025 non-GAAP operating income was below threshold), actual payout outcomes (zero 2025 bonus payout), and the structure of longer-term incentives that were forfeited when performance hurdles were not met in 2025.

This management proposal requests shareholder approval of a First Amendment to GoPro’s 2024 Equity Incentive Plan to add 13,000,000 shares to the plan reserve, increasing the unawarded pool to 26,682,243 shares (approximately 10% of Class A shares outstanding as of March 31, 2026). Management and the Compensation Committee present the amendment as necessary to maintain competitive recruiting and retention tools—primarily time- and performance-based RSUs, PSUs and potentially options—particularly given GoPro’s location and hiring market; they warn that without additional shares the company may need to materially increase cash compensation or otherwise alter incentive practices. The proposal is narrowly focused on the share increase; other material plan features remain unchanged and the filing includes the First Amendment text and a full plan summary. Governance protections highlighted in the filing include anti-repricing without stockholder approval, share recycling rules, limits on awards to non-employee directors, a 10-year plan term, and clawback and insider-trading restrictions. The Board notes that directors and executives have an interest in the plan because they would be eligible for future awards, and awards would be made at committee discretion; therefore a potential conflict exists but is disclosed. Key risks for shareholders are dilution (the new pool represents meaningful additional potential issuance) and potential overhang; benefits are retention alignment and conserving cash. Sophisticated investors should weigh the dilution (and potential impact to earnings per share) against the necessity of equity incentives for product and engineering talent, the company’s recent compensation outcomes (e.g., forfeited PSUs when performance hurdles were not met), and the plan’s structural protections and governance oversight.

This management proposal requests shareholder approval under Nasdaq Listing Rule 5635(d) to allow GoPro to issue the full number of Class A shares that may be required if holders convert all outstanding convertible debentures issued under the February 27, 2026 Purchase Agreement with Yorkville and to remove the Exchange Cap that otherwise limits issuance (the Exchange Cap was 32,794,274 shares). The company has already entered into the Purchase Agreement and issued $25 million in principal of convertible debentures (with up to $50 million aggregate authorized), and the debentures convert at a floor price and a formula tied to VWAP (with certain floors and a Beneficial Ownership Limit and a Class A Issuance Cap during early months); approval would remove the Exchange Cap constraint and permit full issuance without additional board/legal opinion. Management frames the request as necessary to conserve cash (allowing settlement in stock) and to satisfy Nasdaq rules and the Purchase Agreement/Registration Rights Agreement; failure to obtain approval would not void the agreements but could force cash repayment of the debentures, potentially straining liquidity. The filing discloses substantial potential dilution (the theoretical maximum shares issuable could be large — the filing states a maximum of 288,018,435 shares in respect of the aggregate principal authorized), the risk of downward pressure on the stock price and the potential to accelerate an automatic conversion of Class B to Class A if Class B voting power falls below 10%, which would eliminate the dual-class structure. The company notes protective mechanics in the debentures (beneficial ownership limits, initial issuance caps and conversion-floor pricing) but also acknowledges uncertainty about actual conversion behavior. For a sophisticated investor, this proposal should be evaluated against the company’s liquidity needs, alternative financing options, the dilutive magnitude relative to the current float, governance implications for control (possibility of automatic Class B conversion), and the trade-off between conserving cash and introducing significant share overhang and potential downward pressure on the share price.