Good morning and welcome to the GoPro Inc 2025 Annual Meeting of Stockholders. Please note that this event is an audio-only webcast. I would now like to turn the conference over to Nicholas Woodman. Mr. Woodman, please go ahead.
Good morning, everyone. Thanks for joining GoPro's 2025 Annual Meeting of Stockholders. I'm Nicholas Woodman, Chief Executive Officer and Chairman of GoPro. I will act as the Chairman of this Annual Meeting and now call the meeting to order. At this time, I'd like to introduce our Vice President, General Counsel, and Corporate Secretary, Jason Steven.
Thanks, Nick. The polls are now open. We will have a brief question-and-answer session following the conclusion of the formal portion of this meeting, where we will address your GoPro business-related questions. We will do our best to respond to the questions received in the time permitted. Please note that stockholders who desire to ask a question may do so by presenting the question in writing where indicated on the webcast portal for this meeting. Please note that this meeting is being recorded. However, no one attending via the webcast is permitted to use any audio recording device. Here is today's agenda. We will first focus on the formal business set out in our proxy statement, and then, after this formal portion of the meeting has concluded, we will then answer appropriate questions submitted by stockholders.
Let me start by introducing the members of our Board of Directors who are nominated for re-election and are on the call today. They are Nicholas Woodman, Tyrone Ahmad- Taylor, Shaz Kahng, Miguel A. Lopez Ben, and Susan Lyne. I will now like to introduce the nominees to our Board of Directors who are up for election and are on the call today: Emily S. Culp Hogue and Michael C. Dennison. The other officers of GoPro present, in addition to Mr. Woodman and myself, are Brian McGee, our Executive Vice President, Chief Financial Officer, and Chief Operating Officer, and Robin Stoecker, our Director of Corporate Communications. I would also like to introduce two others who are in attendance at today's meeting: Wendy Jackson of PricewaterhouseCoopers LLP, our independent registered public accounting firm. She will be available during the Q&A session after the meeting to respond to appropriate questions.
Jim Raitt of Broadridge Financial Services, who will act as the Inspector of Election for this meeting and tabulate results of the voting. Mr. Raitt has executed the oath of Inspector of Election. I will act as Secretary of this Annual Meeting and keep the minutes. Let's now turn to the formal business of this meeting. The proposals to be considered at this meeting are described in our proxy statement dated April 22, 2025, and I will review these in a few minutes. First, I will report out the notice of this meeting. Our Board of Directors fixed April 8, 2025, as the record date for determining the stockholders entitled to vote at this meeting.
The affidavit of Broadridge Financial Services attests that a notice of internet availability of proxy materials and the proxy statement for the Annual Meeting was mailed on or about April 22, 2025, to all of GoPro stockholders of record determined as of the close of business on the record date. The affidavit will be incorporated into the minutes of this meeting. I have a list of the stockholders entitled to vote at this meeting, which is available for inspection by any stockholder present or by any proxy holder representing a stockholder, and that list will be filed with the records of this meeting. The registered stockholder list is available for the duration of the meeting and can be found in the footer section of the meeting website.
The list of stockholders shows that as of the record date, there were 131,169,181 shares of our Class A common stock and 26,258,546 shares of our Class B common stock outstanding and entitled to vote at this meeting, with each share of Class A common stock entitled to one vote and each share of Class B common stock entitled to 10 votes. I am advised by the Inspector of Election that the holders of Class A common stock and Class B common stock of our outstanding common shares entitled to vote at this meeting are present or represented by proxy here today, and a quorum is therefore present. This meeting is therefore authorized to transact business. Now, I will present the matters to be voted upon. Proposal One, Election of Directors.
As stated in the notice of this Annual Meeting and our proxy statement, the first item of business is to elect seven directors, five of whom are currently serving on our Board of Directors and two of whom are nominated for election to our Board of Directors, each to serve until the next meeting of stockholders following this meeting and until his or her successor has been elected and qualified or until his or her earlier death, resignation, or removal. The director nominees are Nicholas Woodman, Tyrone Ahmad- Taylor, Emily S. Culp Hogue, Michael C. Dennison, Shaz Kahng, Miguel A. Lopez Ben, and Susan Lyne. No other director nominees have been properly submitted for election pursuant to our bylaws. Therefore, no other nominations may be accepted. The Board of Directors recommends a vote for the election of each of the nominated directors.
As Secretary of this Annual Meeting and on behalf of the Board of Directors, I move for the election of each of the nominated directors, which motion is seconded by proxy. Proposal Two, Ratification of Independent Registered Public Accounting Firm. The second item of business is to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. The Board of Directors recommends a vote for the ratification of the appointment of PricewaterhouseCoopers LLP. As Secretary of this Annual Meeting and on behalf of the Board of Directors, I move for approval of this proposal, which motion is seconded by proxy. Proposal Three, Approval of the Non-Binding Advisory Resolution on Executive Compensation.
The third item of business is to approve on a non-binding advisory basis the resolution approving the compensation of our named executive officers as disclosed in the proxy statement. The Board of Directors recommends a vote for the approval on a non-binding advisory basis of the resolution to approve the compensation of our named executive officers as disclosed in this proxy statement. That concludes the discussion of the proposals. As noted earlier, the polls opened at the start of this meeting and will remain open for the next minute. The voting today is by proxy and electronic ballot. Any stockholder who has not voted or wishes to change his or her vote may do so by clicking on the Vote Here button on the webcast portal and following the instructions there.
Stockholders who have sent in proxies or previously voted via the internet or by phone and who do not wish to change their vote do not need to take further action. Their votes will be counted automatically. We expect to leave the polls open for approximately another 30 seconds to allow further voting. Now that everyone has had the opportunity to vote, I now declare the polls for the 2025 Annual Meeting of Stockholders of GoPro closed. We have the preliminary voting results. Directors elected pursuant to Proposal One are elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors, which means that the seven nominees receiving the highest number of affirmative votes will be elected to the Board of Directors.
Based on the preliminary results, as tabulated by the Inspector of Election, Nicholas Woodman, Tyrone Ahmad- Taylor, Emily S. Culp Hogue, Michael C. Dennison, Shaz Kahng, Miguel A. Lopez Ben, and Susan Lyne are the seven nominees on the ballot who received the highest number of affirmative votes cast, and therefore each nominee has been elected to the Board of Directors. The vote required to approve Proposal Two is the number of votes for the proposal exceeds the number of votes against the proposal. Based on preliminary results as tabulated by the Inspector of Election, the proposal to ratify the appointment of PricewaterhouseCoopers LLP has been approved by the number of votes for the proposal exceeding the number of votes against the proposal. The vote required to approve Proposal Three is the number of votes for the proposal exceeds the number of votes against the proposal.
Based on preliminary results as tabulated by the Inspector of Election, the proposal to approve on a non-binding basis the resolution approving the compensation of our named executive officers as disclosed in the proxy statement has been approved by the number of votes for the proposal exceeding the number of votes against the proposal. There are no other formal items of business before this meeting. Final results of the vote will be recorded as stated in the minutes of this meeting and also filed with the Securities and Exchange Commission in a current report on Form 8-K within four business days. This concludes the formal part of our meeting. The Annual Meeting is now adjourned, and we will move to the Q&A, which will be facilitated by Robin Stoecker.
Before I hand it off to Robin, I'd like to take a moment to note that our discussion today may include forward-looking statements regarding future events and the future financial performance of the company. Our actual results may differ materially from those projected in these statements. Please consult our filings with the Securities and Exchange Commission for a discussion of factors that may cause our actual results to differ from those projected in these forward-looking statements, including those risk factors under the caption Risk Factors in our quarterly report on Form 10-Q filed with the SEC on May 12, 2025. In addition, any forward-looking statements that we make today are based on assumptions as of this date. We undertake no obligation to update these statements as a result of new information or future events. Now, here's Robin.
Thanks, Jason.
With us for the Q&A, in addition to Nick and myself, are Brian McGee, our CFO and COO, Jason Steven, our General Counsel and Corporate Secretary, members of the Board of Directors, and Ms. Jackson from PwC . Please give us a moment to see if we have GoPro business-related questions. We have no business-related questions. We now conclude the question-and-answer part of the meeting. If you have questions, please feel free to write GoPro's Investor Relations Department at 3025 Clearview Way, San Mateo, California 94402, attention Investor Relations, or visit our Investor Relations page of the GoPro website. Now, I'll hand the call back over to Nick.
Thank you all for attending our Annual Meeting of Stockholders and for your continued support of GoPro. We appreciate the opportunity to hear from you and look forward to reporting on our progress. This is Team GoPro signing off.