Roku, Inc. (ROKU)
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Apr 27, 2026, 2:53 PM EDT - Market open
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AGM 2024

Jun 6, 2024

Anthony Wood
CEO and Chairman, Roku

Good morning. I'm Anthony Wood, Roku's CEO and Chairman of the Board of Directors. I'm happy to welcome you to Roku's 2024 Annual Meeting of Stockholders. The meeting will now officially come to order. I will ask Steve Kay, Roku's Senior Vice President, General Counsel, and Secretary to proceed with the formal business of the meeting as set forth in the Annual Meeting Notice and Proxy Statement.

Stephen Kay
Senior Vice President, General Counsel and Secretary, Roku

I would like to first acknowledge the members of our Board of Directors who are with us today. In addition to Anthony, all other members of our board are also present, including Ravi Ahuja, Jeff Blackburn, Mai Fyfield, Jeff Hastings, Laurie Simon Hodrick, Neil Hunt, Gina Luna, and Ray Rothrock. Next, I'd like to introduce Dan Jedda, our Chief Financial Officer. Also present today are Rod Gower and Anil Samtani of Deloitte & Touche, our independent auditors, who will be available to respond to appropriate questions at the end of the meeting. Now, moving on to procedural matters. After the formal part of our meeting, we will answer stockholder questions submitted either in advance of or during the meeting. We'd like to thank the stockholders who submitted questions in advance of the meeting.

Please note that today we will only address questions that are related to the business of the annual meeting and that comply with our annual meeting rules of conduct and as time permits. We encourage you to listen to our upcoming Q2 earnings call via our investor relations website, www.roku.com/investor, where we will address Roku's financial results and business strategy.

We have at this meeting a complete list of the stockholders of record of Roku's common stock on April 8, 2024, the record date for this meeting. We also have an affidavit certifying that commencing on April 26, 2024, the notice of this meeting was mailed to all stockholders of record as of the close of business on the record date. I'd now like to introduce Elsie Fletcher of Computershare. I am appointing Ms. Fletcher to act as Inspector of Election at this meeting. Ms.

Fletcher has signed the customary oath of office to execute her duties with strict impartiality. We will file her oath with the records of the meeting. Ms. Fletcher's role is to decide upon the qualifications of voters, accept their votes, and tally the final votes when balloting on all matters is completed. I have been informed by the Inspector of Election that proxies have been received for stockholders representing a majority of the voting power of the shares of our Class A and Class B common stock outstanding on the record date.

Voting is a single class. This constitutes a quorum for the meeting today. Any additional votes may be submitted online through the meeting portal. We will now proceed with the formal business of this meeting. There are four proposals to be considered by the stockholders at this meeting. The polls have been opened for voting since 9:30 A.M.

Pacific time. The polls will be closed to voting after we go through the four matters to be voted on. The first item of business is the election of Ravi Ahuja, Mai Fyfield, and Laurie Simon Hodrick as Class I directors to hold office until Roku's 2027 Annual Meeting of Stockholders. The second item of business is the approval of the Roku Amended and Restated 2017 Equity Incentive Plan.

The third item of business is an advisory vote to approve our executive compensation. The fourth item of business is the ratification of the selection by the Audit Committee of Deloitte & Touche LLP as Roku's independent registered public accounting firm for the fiscal year ending December 31, 2024. Voting is by proxy, which may be submitted at this meeting by voting your shares as instructed on the meeting 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. The time is now 9:36 A.M., and the polls are closed for voting. The Inspector of Election has tallied the votes, and the preliminary results are as follows. Ravi Ahuja, Mai Fyfield, and Laurie Simon Hodrick have been elected to serve as Class 1 directors of Roku. The Roku, Inc. Amended and Restated 2017 Equity Incentive Plan has been approved. The executive compensation of Roku's named executive officers has been approved on an advisory basis. The selection of Deloitte & Touche LLP as Roku's independent registered public accounting firm for the fiscal year ending December 31, 2024, has been ratified.

We will report our final voting results on a Form 8-K to be filed with the Securities and Exchange Commission within four business days after this meeting. This concludes the formal part of this meeting, which is now adjourned. Now we will begin the question and answer session. As I mentioned, we are only addressing stockholder questions that are related to the business of today's meeting and that comply with our annual meeting rules of conduct. Please note that we will be grouping similar questions by topic. First, we received a question regarding the procedure for nomination of directors by stockholders.

A stockholder who wishes to suggest a candidate for the Nominating and Corporate Governance Committee's consideration may send the candidate's name and qualifications to the office of our Corporate Secretary via email at corporatesecretary@roku.com or via regular mail at the address provided on page 16 of our proxy statement, which we filed with the Securities and Exchange Commission on April 26, 2024.

A stockholder who wishes to submit a director nomination or other proposal to be considered at an annual meeting must follow the procedures described on pages 5 and 6 of our 2024 proxy statement. Our 2024 proxy statement is available on the Securities and Exchange Commission's website, as well as on Roku's Investor Relations website and on our virtual meeting platform. Next, we received a question regarding Roku's approach to board composition and diversity.

Our Nominating and Corporate Governance Committee seeks director nominees who exhibit integrity, collegiality, sound business judgment, and other qualities deemed critical to effective functioning of our board, such as experience in our industry and other relevant business experience or expertise. With regard to diversity, the committee considers factors such as diversity in viewpoint, skills, professional experience, education, international experience, and other individual qualifications and attributes, including characteristics such as race, ethnicity, national origin, gender and gender expression, and sexual orientation, among others.

Currently, four of our directors identify as female or from an underrepresented community. In addition, we received several questions that are not related to the business of today's meeting. As noted in our Proxy Statement and rules of conduct, we are only answering questions that are related to the business of the meeting. Now we will confirm whether any relevant questions have been submitted during the meeting.

As there are no additional relevant questions, this meeting is now concluded. Thank you for your attendance at Roku's 2024 Annual Meeting of Stockholders.

Operator

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

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