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AGM 2019

May 22, 2019

Operator

Good morning, and welcome to Roku, Inc. Annual Meeting of Stockholders. I would now like to turn the conference over to Anthony Wood. Please go ahead.

Anthony Wood
Chairman, President, and CEO, Roku

Good morning. My name is Anthony Wood, and I am the founder and President, Chief Executive Officer, and Chairman of Roku. I'm happy to welcome you to Roku's 2019 stockholder meeting. As chairperson of the meeting, before I call the meeting to order, I would like to introduce you to the members of the board and the business team who are with us today. In addition to myself, the other members of the board are Mai Fyfield, Jeff Hastings, Alan Henricks. The other officers of the company here today are Stephen Kay , Senior Vice President, General Counsel, and Secretary, Steve Louden, Chief Financial Officer. I would also like to introduce Eric Ekstrom of Deloitte & Touche, the company's auditors, who is available to respond to appropriate questions. The meeting will now officially come to order.

I will ask Stephen Kay to proceed with the formal business of the meeting as set forth in your notice of annual meeting and proxy statement.

Stephen Kay
SVP and General Counsel, Roku

Thanks, Anthony. After the formal part of our meeting, we will answer questions relevant to the proceedings today that were submitted during the meeting. I have at this meeting a complete list of the stockholders of record of the company's common stock on March 29th, 2019, the record date for this meeting. I also have an affidavit certifying that on April 12th, 2019, a notice of annual meeting of stockholders of the company was deposited in the United States mail to all stockholders of record at the close of business on March 29th, 2019. At this time, I'd like to introduce Kathy Weedon representing Broadridge Financial Solutions. I am appointing Ms. Weedon to act as inspector of election at this meeting. Ms. Weedon has taken and subscribed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of the meeting.

Her function is to decide upon the qualifications of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. I've been informed by the inspector of election that proxies have been received for an aggregate of 320,611,852 votes, which represents approximately 81% of the aggregate voting power of the shares of common stock issued. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting. Any additional votes may be submitted online. We will now proceed with the formal business of this meeting. There are five proposals to be considered by the stockholders at this meeting. The time is now 9:02 on May 22nd, 2019, and the polls are now open for voting on all matters to be presented.

The polls will be closed to voting after we go through the five matters to be voted on. First item of business is the election of Ravi Ahuja as a Class I director. The second item of business is the election of Jeffrey Hastings and Ray Rothrock as Class II directors. The third item of business is an advisory vote to approve our executive compensation. The fourth item of business is an advisory vote on the frequency of stockholder advisory votes on executive compensation. The fifth item of business is the ratification of the selection by the audit committee of the board of directors of Deloitte & Touche as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2019. That was the final proposal for today's meeting. We received one question relevant to today's proceedings.

A stockholder asked, "Are there no women on your board? Why?" The answer to this question is that, in fact, we have a woman director. Mai Fyfield was elected to our board of directors at the annual meeting in 2018 and continues to serve on the board. Okay. There are no other questions relevant to today's proceedings. We'll proceed with the voting. Voting is by proxy that may be submitted at this meeting by voting your shares as instructed on the meeting website portal. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 10 votes. Any additional votes?

Operator

Nope, no additional votes.

Stephen Kay
SVP and General Counsel, Roku

Okay. The time is now 9:05 A.M., and the polls are now closed for voting. The report of the inspector of elections covering the proposals presented at the meeting is as follows. The proposal to elect Ravi Ahuja as a Class I director of the company is carried. The proposal to elect Jeffrey Hastings and Ray Rothrock as Class II directors of the company is carried. The proposal for the advisory vote to approve the executive compensation of the company's named executive officers is carried. The stockholders have advised that the preferred frequency of advisory stockholder votes on executive compensation is once per year. The selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2019, is ratified.

We expect to report our preliminary voting results, or if available to us on a timely basis, our final voting results on a current report on Form 8-K to be filed with the SEC within four business days after the end of this meeting. If not earlier reported, we expect to report our final voting results in an amendment to our Form 8-K within four business days after the final results are known to us. We will now see if there are any questions for management or board of directors that are relevant to today's proceedings.

Operator

No additional questions.

Stephen Kay
SVP and General Counsel, Roku

Okay. I will now return the floor to Anthony.

Anthony Wood
Chairman, President, and CEO, Roku

Thanks, Stephen. This concludes the formal portion of today's meeting. There being no further business to come before this meeting, the meeting is now concluded.

Operator

The conference-

Speaker 4

Thank you for attending. Go ahead

Operator

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect