GPRO Gopro, Inc. - 8-K

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

On June 2, 2026, the Company held its 2026 Annual Meeting of Stockholders (the "Meeting"). Present at the Meeting in person or by valid proxy were holders of 79,201,721 shares of Class A Common Stock, and holders of 250,360,700 shares of Class B Common Stock, or 82.40% 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 7, 2026 (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 five proposals, each of which is described in more detail in the Company’s Proxy Statement filed on April 21, 2026:

1. To elect seven directors, all of whom are currently serving on the Company's board of directors, each to serve until the next annual meeting of stockholders or 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, 2026.

3. To approve the advisory (non-binding) resolution on executive compensation.

4. To approve an amendment to the GoPro, Inc. 2024 Equity Incentive Plan with an additional 13,000,000 shares.

5. To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of the maximum number of shares of Class A Common Stock issuable upon conversion of all convertible debentures and removal of the exchange cap.

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

273,831,210

12,725,342

43,005,869

Tyrone Ahmad-Taylor

275,338,554

11,217,998

43,005,869

Emily S. Culp Hogue

282,650,568

3,905,984

43,005,869

Michael C. Dennison

282,661,570

3,894,982

43,005,869

Shaz Kahng

267,770,350

18,786,202

43,005,869

Miguel A. Lopez Ben

282,654,736

3,901,816

43,005,869

Susan Lyne

275,579,994

10,976,558

43,005,869

Each of the seven nominees was elected to serve until the next annual meeting of stockholders or 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

322,715,568

5,741,927

1,104,926

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. 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

279,805,343

5,425,042

1,326,167

43,005,869

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

Proposal 4: Approval to Amend the 2024 Equity Incentive Plan With Additional 13,000,000 Shares.

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

262,773,701

22,476,453

1,306,398

43,005,869

The stockholders approved the first amendment to the 2024 Equity Incentive Plan to increase the number of shares of Class A common stock authorized for issuance under the 2024 Equity Incentive Plan by 13,000,000 shares.

Proposal 5: Approval, in Accordance with Nasdaq Listing Rule 5635(d), of the Issuance of the Maximum Number of Shares of Class A Common Stock Issuable upon Conversion of All Convertible Debentures and Removal of the Exchange Cap.

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

278,400,088

6,830,176

1,326,288

43,005,869

The stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of the maximum number of shares of Class A Common Stock issuable upon conversion of all Convertible Debentures and removal of the Exchange Cap.