Roku Inc

1. 1

   Election of Class III Directors

   ManagementBoard: FOR

   Elect three Class III directors (Jeffrey Hastings, Neil Hunt, and Anthony Wood) to serve three-year terms expiring at the 2029 annual meeting.

2. 2

   Advisory Vote on the Compensation of Our NEOs

   ManagementBoard: FOR

   Non-binding, advisory 'say-on-pay' vote to approve the compensation of Roku’s named executive officers for the year ended December 31, 2025 as disclosed in the proxy statement.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s compensation program for its named executive officers for 2025 as detailed in the Compensation Discussion and Analysis and Executive Compensation sections. Management seeks shareholder approval to validate its executive pay philosophy—one that emphasizes market-competitive total compensation, a heavy weighting toward equity to align long-term executive incentives with stockholder returns, an Equity Choice Program allowing award form selection, and governance safeguards such as an independent Compensation Committee and an independent advisor (Compensia). The proposal is routine for public companies and serves as a signal to the Board about investor sentiment; the Board has historically held annual say-on-pay votes and will continue to do so. Company disclosures show meaningful equity grants and retention-focused awards in 2025, including substantial refresh and market-adjustment awards for senior executives, which is context investors should weigh when voting. Management frames the program as a tool to attract and retain experienced executives while aligning pay with long-term value creation rather than short-term metrics, noting there are no cash bonus programs tied to discrete performance metrics. The Compensation Committee also highlights other governance features—clawback policy, stock ownership guidelines, and pre-approval of grants—that mitigate excessive risk-taking and support alignment with stockholder interests. The Board recommends a FOR vote and states it will consider the advisory vote’s outcome in future compensation decisions, but the vote is non-binding; operationally, the Board retains discretion to modify pay practices. For an analyst evaluating this proposal, the key issues are (1) the scale and structure of equity awards relative to peer practice and retention needs, (2) the extent to which pay outcomes are tied to long-term performance (principally through equity), (3) recent shareholder support (78.6% approval in the prior year), and (4) whether governance controls adequately limit excessive risk and entrenchment. Overall, the proposal is a governance check on pay rather than a change in policy, and a FOR vote signals support for the Board’s current executive compensation framework while a large opposition would likely trigger more substantive committee-level engagement and potential redesign.

3. 3

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026.

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When is the Roku Inc 2026 annual meeting?

Roku Inc (ROKU) holds its 2026 annual shareholder meeting on Thursday, June 11, 2026.

What is the record date for the Roku Inc 2026 meeting?

The record date for the Roku Inc 2026 meeting is Monday, April 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Roku Inc's 2026 meeting?

The board is presenting 3 director nominees at the Roku Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Roku Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Roku Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.