Document
false0001500435 0001500435 2020-06-02 2020-06-02 0001500435 2020-04-14 2020-04-14


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 2, 2020

goprologoa26.jpg
GOPRO, INC.
(Exact name of registrant as specified in its charter)

Delaware
001-36514
77-0629474
(State or Other Jurisdiction
of Incorporation)
(Commission File No.)
(I.R.S. Employer
Identification No.)
3000 Clearview Way, San Mateo, CA 94402
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 332-7600

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock, goprologoa26.jpg
GOPRO, INC.
(Exact name of registrant as specified in its charter)

Delaware
001-36514
77-0629474
(State or Other Jurisdiction
of Incorporation)
(Commission File No.)
(I.R.S. Employer
Identification No.)
3000 Clearview Way, San Mateo, CA 94402
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 332-7600

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock, $0.0001 par value
GPRO
NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


 





Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 2, 2020, GoPro, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Meeting”). Present at the Meeting in person or by valid proxy were holders of 82,708,440 shares of Class A Common Stock, and holders of 288,340,300 shares of Class B Common Stock, or 88.87% 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 9, 2020 (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 three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2020:
1.
To elect nine directors, all of whom are currently serving on our board of directors, each to serve until the next annual meeting of stockholders and 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 our independent registered public accounting firm for the fiscal year ending December 31, 2020.
3.
To approve the advisory (non-binding) resolution on executive compensation.

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
326,296,507
1,387,931
43,364,302
Tyrone Ahmad-Taylor
326,409,175
1,275,263
43,364,302
Kenneth Goldman
319,269,090
8,415,348
43,364,302
Peter Gotcher
326,151,685
1,532,753
43,364,302
James Lanzone
326,447,525
1,236,913
43,364,302
Alexander Lurie
 316,317,108
           11,367,330
43,364,302
Susan Lyne
326,100,365
             1,584,073
43,364,302
Frederic Welts
326,250,344
1,434,094
43,364,302
Lauren Zalaznick
325,980,100
1,704,338
43,364,302






Each of the nine nominees was elected to serve until the next annual meeting of stockholders and 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
368,280,943
1,696,399
1,071,398


The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. 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
313,015,651
14,282,630
386,157
43,364,302

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







SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.


 
GoPro, Inc.
 
(Registrant)
 
 
 
 
 
 
Dated: June 4, 2020
By: /s/ Eve T. Saltman
 
Eve T. Saltman
Vice President, General Counsel and Corporate Secretary



GPRO
NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


 





Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 2, 2020, GoPro, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Meeting”). Present at the Meeting in person or by valid proxy were holders of 82,708,440 shares of Class A Common Stock, and holders of 288,340,300 shares of Class B Common Stock, or 88.87% 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 9, 2020 (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 three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2020:
1.
To elect nine directors, all of whom are currently serving on our board of directors, each to serve until the next annual meeting of stockholders and 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 our independent registered public accounting firm for the fiscal year ending December 31, 2020.
3.
To approve the advisory (non-binding) resolution on executive compensation.

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
326,296,507
1,387,931
43,364,302
Tyrone Ahmad-Taylor
326,409,175
1,275,263
43,364,302
Kenneth Goldman
319,269,090
8,415,348
43,364,302
Peter Gotcher
326,151,685
1,532,753
43,364,302
James Lanzone
326,447,525
1,236,913
43,364,302
Alexander Lurie
 316,317,108
           11,367,330
43,364,302
Susan Lyne
326,100,365
             1,584,073
43,364,302
Frederic Welts
326,250,344
1,434,094
43,364,302
Lauren Zalaznick
325,980,100
1,704,338
43,364,302






Each of the nine nominees was elected to serve until the next annual meeting of stockholders and 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
368,280,943
1,696,399
1,071,398


The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. 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
313,015,651
14,282,630
386,157
43,364,302

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







SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.


 
GoPro, Inc.
 
(Registrant)
 
 
 
 
 
 
Dated: June 4, 2020
By: /s/ Eve T. Saltman
 
Eve T. Saltman
Vice President, General Counsel and Corporate Secretary




v3.20.1
Cover Page Cover Page
Jun. 02, 2020
Apr. 14, 2020
Cover [Abstract]    
Entity Central Index Key   0001500435
Title of 12(b) Security Class A common stock, $0.0001 par value  
Trading Symbol GPRO  
Document Type 8-K  
Entity Registrant Name GOPRO, INC.  
Entity Address, Address Line One 3000 Clearview Way  
Entity Address, City or Town San Mateo  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 94402  
Entity Incorporation, State or Country Code DE  
Entity File Number 001-36514  
Entity Tax Identification Number 77-0629474  
City Area Code (650)  
Local Phone Number 332-7600  
Pre-commencement Tender Offer   false
Soliciting Material false  
Soliciting Material   false
Security Exchange Name NASDAQ  
Amendment Flag   false
Document Period End Date Jun. 02, 2020  
Pre-commencement Issuer Tender Offer   false
Entity Emerging Growth Company   false