8-K

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): January 7, 2022

ROKU, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38211	26-2087865
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1155 Coleman Avenue San Jose, California	95110
(Address of Principal Executive Offices)	(Zip Code)

(408) 556-9040

(Registrant’s Telephone Number, Including Area Code

Not Applicable

(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 Instructions 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 Exchange on Which Registered:
Class A Common Stock, $0.0001 par value	“ROKU”	The 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 7, 2022, Roku, Inc. (the “Company”) announced that Scott Rosenberg, Senior Vice President and General Manager of Platform Business, advised the Company that he plans to step down sometime in the spring of 2022. The Company has commenced an executive search for Mr. Rosenberg’s successor.

A copy of the Company’s press release announcing Mr. Rosenberg’s expected departure is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated January 7, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

Dated: January 7, 2022	Roku, Inc.
	By:	/s/ Steve Louden
		Steve Louden Chief Financial Officer

EX-99.1

Exhibit 99.1

Roku Announces Scott Rosenberg to Step Down as SVP and GM of Platform Business

Rosenberg is committed to ensuring a smooth transition

and assisting with the recruitment process, which is underway

San Jose, CA – Jan. 7, 2022 – Roku, Inc. (NASDAQ: ROKU) announced today that Scott Rosenberg, Senior Vice President and General Manager of Platform Business, plans to step down sometime in the spring of 2022. Rosenberg joined Roku in 2012 as Vice President, Advertising, and Business Development. In 2017 he was named SVP and GM of Roku’s Platform Business, overseeing both advertising and content and services. Rosenberg played an important role in the company’s IPO, and leading and growing the successful Platform Business.

Rosenberg will continue to lead his teams until his departure. He is committed to ensuring a smooth transition and assisting with the recruitment process, which is underway.

“While Scott remains deeply invested in the company’s success, he’s ready for his next professional challenge and believes this is the right timeframe for him to make a change. I respect and fully support his decision,” said Anthony Wood, Roku Founder and Chief Executive Officer. “I look forward to working with Scott to ensure a smooth transition, while maintaining our relentless focus on building the best TV streaming platform.”

Said Rosenberg: “Working at Roku these last nine years has been the most rewarding time of my career, without a close second. Deciding to leave was difficult, but made possible by my belief in the incredible bench strength of the Platform team and the company as a whole.”

About Roku, Inc.

Roku pioneered streaming to the TV. We connect users to the streaming content they love, enable content publishers to build and monetize large audiences, and provide advertisers with unique capabilities to engage consumers. Roku streaming players and TV-related audio devices are available in the U.S. and in select countries through direct retail sales and licensing arrangements with service operators. Roku TV^™ models are available in the U.S. and in select countries through licensing arrangements with TV OEM brands. Roku is headquartered in San Jose, Calif. U.S.A.

This press release contains “forward-looking” statements that are based on our beliefs and assumptions and on information currently available to us on the date of this press release.

Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Important factors that could cause our actual results to differ materially are detailed from time to time in the reports Roku, Inc. files with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2020, and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021. Copies of reports filed with the SEC are posted on Roku’s website and are available from Roku without charge.

Roku and Roku TV are registered trademarks of Roku, Inc. in the U.S. and in other countries. Trade names, trademarks and service marks of other companies appearing in this press release are the property of their respective holders.

Media

Kim Sampson

ksampson@roku.com

Investor Relations

Conrad Grodd

cgrodd@roku.com

XML

Document and Entity Information	Jan. 07, 2022
Cover [Abstract]
Entity Registrant Name	ROKU, INC
Amendment Flag	false
Entity Central Index Key	0001428439
Document Type	8-K
Document Period End Date	Jan. 07, 2022
Entity Incorporation State Country Code	DE
Entity File Number	001-38211
Entity Tax Identification Number	26-2087865
Entity Address, Address Line One	1155 Coleman Avenue
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95110
City Area Code	(408)
Local Phone Number	556-9040
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, $0.0001 par value
Trading Symbol	ROKU
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false