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): October 7, 2021

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.)

3025 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d)

On October 7, 2021, the Board of Directors (the “Board”) of GoPro, Inc. (the “Company”), on the recommendation of the Company’s Nominating and Governance Committee, appointed Shaz Kahng to the Board, effective October 11, 2021. Ms. Kahng will serve until the earliest to occur of the Company’s 2022 annual meeting of stockholders and until her successor is elected or appointed and qualified, or until her death, resignation or removal.

In connection with her appointment as a non-employee director of the Board, Ms. Kahng will receive compensation for her Board membership in accordance with the Company’s non-employee director compensation policy.

Ms. Kahng has executed the Company’s standard form of indemnity agreement, a copy of which has been filed as Exhibit 10.01 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 19, 2014.

There is no arrangement or understanding between Ms. Kahng and any other persons pursuant to which Ms. Kahng was elected as a director. There is no family relationship between Ms. Kahng and any director or executive officer of the Company, and except as stated herein, Ms. Kahng does not have any direct or indirect material interest in any transaction with the Company or its subsidiaries of the type required to be disclosed pursuant to Item 404(a) of Regulation S-K, and no such transaction is currently contemplated.

On October 12, 2021, the Company issued a press release announcing the appointment of Ms.

Kahng to the Board. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press release dated October 12, 2021 announcing Shaz Kahng Appointed to GoPro’s Board of Directors.

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: October 12, 2021	By: /s/ Eve T. Saltman
	Eve T. Saltman Senior Vice President, Corporate & Business Development, Chief Legal Officer and Secretary

INDEX TO EXHIBITS

Exhibit No.	Description of Exhibit
99.1	Press release dated October 12, 2021 announcing Shaz Kahng Appointed to GoPro Board of Directors.

EX-99.1

EXHIBIT 99.1

GoPro Appoints Shaz Kahng to Board of Directors

SAN MATEO, Calif., October 12, 2021 – GoPro, Inc. (NASDAQ: GPRO) today announced that Shaz Kahng, a distinguished corporate leader and advisor, has joined GoPro’s Board of Directors.

Ms. Kahng brings a wealth of executive experience to GoPro’s board – her career highlights include holding several leadership roles at Nike, including Global General Manager of Nike Cycling and President/CEO at Lucy Activewear.

“We are excited and fortunate to welcome Shaz Kahng to GoPro’s Board. Her entrepreneurial instincts and experience driving strategy for major consumer brands will most certainly benefit GoPro,” said Nicholas Woodman, GoPro’s founder and CEO.

In addition to her extensive executive experience, Ms. Kahng has served as a strategic advisor for various PE and VC backed startups focused on ecommerce innovation. She is a former board member of OMSignal, a biometric apparel company, and also of Gymboree,where she later served as a board-appointed CEO. Ms. Kahng earned an MBA in Finance and Marketing from the Wharton School and a Bachelor of Science degree in Food Science and Chemistry from Cornell University. Ms. Kahng is currently a Cornell University Council Member.

“I’m proud to be a part of a company like GoPro where its strengths like ingenuity, values, verve and humility are applied to its business daily,” said Kahng. “I look forward to collaborating with Nick Woodman, the board of directors, and the talented GoPro team to help the company reach new heights.”

Ms. Kahng’s appointment became effective on October 11 of this year.

About GoPro, Inc. (NASDAQ: GPRO) GoPro helps the world capture and share itself in immersive and exciting ways.

For more information, visit www.gopro.com. Members of the press can access official brand and product images, logos and reviewer guides by visiting GoPro's press portal. GoPro users can submit their photos, raw video clips and edits to GoPro Awards for a chance to be featured on GoPro's social channels and receive gear and cash awards.

Learn more at www.gopro.com/awards. Connect with GoPro on Facebook, Instagram, LinkedIn, TikTok, Twitter, YouTube, and GoPro's blog The Inside Line.

GoPro, HERO and their respective logos are trademarks or registered trademarks of GoPro, Inc. in the United States and other countries. All other trademarks are the property of their respective owners. © 2021 GoPro, Inc. All rights reserved

XML

Cover	Oct. 07, 2021
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 07, 2021
Entity Registrant Name	GOPRO, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36514
Entity Tax Identification Number	77-0629474
Entity Address, Address Line One	3025 Clearview Way
Entity Address, City or Town	San Mateo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94402
City Area Code	(650)
Local Phone Number	332-7600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, $0.0001 par value
Trading Symbol	GPRO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001500435
Amendment Flag	false