Roku Inc

1. 1

   FOX Stock Issuance Proposal

   ManagementBoard: FOR

   Approve the issuance of FOX Class A common stock pursuant to the merger agreement with Roku, which is required to consummate the acquisition.

   More detail

   The proposal asks FOX Class B stockholders to approve the issuance of FOX Class A common stock as merger consideration to Roku stockholders. The issuance is a central component of FOX’s acquisition of Roku under the June 14, 2026 merger agreement. Roku holders are expected to receive 0.9693 FOX Class A shares plus $96 in cash for each Roku share, subject to limited adjustments. FOX estimates that approximately 144 million shares could be issued for outstanding Roku shares, with additional shares potentially issued for Roku equity awards. The issuance is expected to exceed 20% of FOX’s pre-transaction outstanding common stock, triggering Nasdaq Rule 5635(a) stockholder-approval requirements. Approval is also a contractual closing condition, so failure to approve would prevent the mergers from closing. The transaction would dilute existing FOX stockholders, who are expected to own approximately 73% of the combined company after closing. The FOX Board nevertheless concluded that Roku’s platform, streaming assets, advertising capabilities, and expected synergies justify the dilution and transaction risks. The board unanimously recommends voting FOR, emphasizing strategic expansion into connected-TV distribution and anticipated approximately $400 million of run-rate cost synergies.

2. 1

   Merger Agreement Proposal

   ManagementBoard: FOR

   Adopt the merger agreement and approve the transactions contemplated by it, including the two-step merger through which FOX will acquire Roku.

   More detail

   The proposal asks Roku stockholders to adopt the merger agreement with FOX and approve the transactions contemplated by it. The transaction would merge FOX’s first merger subsidiary into Roku, leaving Roku as a wholly owned FOX subsidiary, followed immediately by a second merger into FOX’s LLC merger subsidiary. Each Roku share would receive $96 in cash and 0.9693 shares of FOX Class A common stock, subject to limited appraisal-related adjustments. Approval requires the affirmative vote of a majority of the voting power of all outstanding Roku Class A and Class B shares voting together. The transaction is a required closing condition, so failure to approve would prevent consummation. Roku’s board cites a substantial premium to Roku’s unaffected market price, participation in the combined company, and the certainty provided by the cash component. The board also considered Roku founder Anthony Wood’s succession concerns and the strategic benefits of combining Roku’s platform with FOX’s content and advertising assets. A market check contacted numerous potential counterparties, but no alternative bidder submitted a comparable proposal. Roku’s financial advisor, Qatalyst Partners, provided a fairness opinion to the Roku Board. The Roku Board unanimously recommends voting FOR, despite recognizing dilution, regulatory, integration, and loss-of-independence risks.

3. 2

   FOX Adjournment Proposal

   ManagementBoard: FOR

   Authorize the FOX Board to adjourn the special meeting when necessary or appropriate to solicit additional proxies for the stock issuance proposal or to obtain a quorum.

   More detail

   The proposal asks FOX Class B stockholders to authorize adjournment of the FOX special meeting. The authority could be used if the meeting lacks enough votes to approve the stock issuance or if a quorum is not present. An adjournment would give FOX additional time to solicit proxies, including from stockholders who previously voted against the issuance. The proposal is procedural and does not itself approve the stock issuance or the mergers. Its approval is not a condition to consummation of the transaction. Because both FOX proposals are non-routine, brokers lack discretionary authority to vote uninstructed shares. Assuming a quorum, approval requires a majority of votes cast by shares present and entitled to vote. Abstentions and uninstructed street-name shares have no effect on the outcome, assuming a quorum. The FOX Board unanimously recommends FOR because additional solicitation time could help secure the required stockholder approval and avoid an inconclusive meeting.

4. 2

   Merger-Related Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, compensation that may be paid or become payable to Roku’s named executive officers in connection with the mergers.

   More detail

   The proposal asks Roku stockholders to approve, on a non-binding advisory basis, compensation that may be paid to Roku’s named executive officers because of the mergers. SEC Rule 14a-21(c) requires this separate advisory vote in connection with a merger or similar transaction. The disclosed amounts primarily reflect double-trigger severance and the treatment of unvested Roku equity awards. Under the assumed scenario, total potential payments range from approximately $12.3 million for General Counsel Chris Handman to $47.4 million for CEO Anthony Wood. The equity component generally arises from converting unvested RSUs and options into cash and FOX equity awards, with accelerated vesting upon a qualifying termination. The cash severance component is generally payable only if the executive experiences a qualifying termination following the change in control. No named executive officer is allocated a transaction bonus, and no retention bonuses had been allocated as of the filing. The proposal does not approve new compensation terms independently; it addresses compensation under existing plans and arrangements and any permitted merger-related arrangements. The vote is advisory only, will not bind Roku or FOX, and does not condition closing. The Roku Board unanimously recommends voting FOR, while acknowledging that stockholders may approve the merger agreement and reject this compensation proposal separately.

5. 3

   Roku Adjournment Proposal

   ManagementBoard: FOR

   Authorize the Roku Board to adjourn the special meeting to solicit additional proxies if votes are insufficient to approve the merger agreement or if a quorum is absent.

   More detail

   The proposal asks Roku stockholders to authorize the board to adjourn the special meeting when necessary or appropriate. The authority is intended to provide additional time to solicit proxies if the merger agreement lacks sufficient support or if a quorum is absent. An adjournment could include solicitation from stockholders who previously voted against the merger agreement. The proposal is procedural and does not itself approve or reject the FOX acquisition. It is separate from the merger agreement vote and is not a condition to closing. Approval requires a majority of the voting power represented virtually or by proxy and entitled to vote, assuming a quorum. Abstentions count as votes against, while uninstructed street-name shares have no effect and are not broker non-votes. Roku’s board views the authority as a practical mechanism to avoid an inconclusive meeting and preserve the ability to obtain the required approval. The proposal is particularly significant because the merger agreement requires approval by a majority of the outstanding voting power, making participation and proxy solicitation important. The Roku Board unanimously recommends voting FOR.

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When is the Roku Inc 2026 special meeting?

Roku Inc (ROKU) holds its 2026 special shareholder meeting on Wednesday, October 14, 2026.

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

The record date for the Roku Inc 2026 meeting is Thursday, August 27, 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 8 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 5 proposals at the Roku Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.