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AGM 2025

Jun 11, 2025

Operator

Good morning. Good afternoon. Welcome to the Roku 2025 Annual Meeting of Stockholders. I would now like to turn the conference over to Anthony Wood. Please go ahead.

Anthony Wood
CEO and Chairman of the Board of Directors, 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 2025 Annual Meeting of Stockholders. The meeting will now officially come to order. I will ask Christy Lillquist, Roku's Corporate Secretary, to proceed with the formal business of the meeting as set forth in the Annual Meeting Notice and Proxy Statement.

Christy Lillquist
Corporate Secretary, Roku

I'll introduce the members of the Board of Directors who are with us today. In addition to Anthony, the other members of the board who are present include Ravi Ahuja, Jeff Blackburn, Mai Fifield, Jeff Hastings, Laurie Simon-Hendricks, Neil Hunt, Gina Luna, and Ray Rothrock. I would also like to acknowledge that Ravi Ahuja's service on Roku's board will end today. Ravi joined the Board in 2013, and we are grateful for his many years of service and contributions to Roku. Next, I'd like to introduce Dan Jedda, our Chief Financial Officer. Also present today is Daniel Ray of Deloitte & Touche, our independent auditors, who will be available to respond to relevant questions at the end of the meeting. Now, moving into procedural matters. After the formal part of our meeting, we will answer stockholder questions submitted either in advance of or during 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. 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 14, 2025, the record date for this meeting. We also have an affidavit certifying that commencing on April 25, 2025, the notice of this meeting was mailed to the stockholders of record as of the close of business on the record date. I'd now like to introduce Elsie Fletcher of Caridio Group. 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 this meeting. Ms. Fletcher's role is to decide upon the qualification 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 as a single class. This constitutes a quorum for today's meeting. 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. The polls have been opened for voting since 9:00 A.M. Pacific Time.

The polls will be closed to voting after we go through the four matters to be voted upon. The first item of business is the election of Jeff Blackburn, Gina Luna, and Ray Rothrock as Class 2 directors to hold office until Roku's 2028 Annual Meeting of Stockholders. The second item of business is an advisory vote to approve our executive compensation. The third item of business is an advisory vote on the frequency of future advisory votes approving executive compensation. The fourth item of business is the ratification of the audit committee selection of Deloitte & Touche as Roku's independent registered public accounting firm for the fiscal year ending December 31, 2025. 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. We will now pause to confirm whether any additional votes have been submitted in the meeting portal. The time is now 9:05 A.M., and the polls are closed for voting. The Inspector of Election has tallied the votes, and the preliminary results are as follows. Jeff Blackburn, Gina Luna, and Ray Rothrock have been elected to serve as Class 2 directors. The executive compensation of Roku's named executive officers has been approved on an advisory basis. The frequency of future advisory votes on Roku's named executive officer compensation to be held every one year has been approved on an advisory basis. The selection of Deloitte & Touche as Roku's independent public accounting firm for the fiscal year ending December 31, 2025, 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. Now we will confirm whether any relevant questions have been submitted during the meeting. As there are no relevant questions, the meeting is now concluded. Thank you for your attendance at Roku's 2025 Annual Meeting of Stockholders.

Operator

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

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