0001500435FALSE8-KJune 7, 2022GOPRO, INC.Delaware001-3651477-0629474Class A common stock, $0.0001 par valueGPRONASDAQ Global Select Market00015004352022-06-072022-06-0700015004352021-06-012021-06-01


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 7, 2022

gpro-20220607_g1.jpg
GOPRO, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3651477-0629474
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.0001 par valueGPRONASDAQ 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 7, 2022, GoPro, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Meeting”). Present at the Meeting in person or by valid proxy were holders of 93,573,813 shares of Class A Common Stock, and holders of 250,360,700 shares of Class B Common Stock, or 87.38% 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 11, 2022 (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 19, 2022:

1.To elect ten 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, 2022.
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
318,922,0211,343,28023,669,212
Tyrone Ahmad-Taylor
318,754,3721,510,92923,669,212
Kenneth Goldman
316,043,2594,222,04223,669,212
Peter Gotcher
318,813,1781,452,12323,669,212
Shaz Kahng319,226,6081,038,69323,669,212
James Lanzone
319,014,4881,250,81323,669,212
Alexander Lurie
319,074,5411,190,76023,669,212
Susan Lyne
318,602,2681,663,03323,669,212
Frederic Welts
318,763,4651,501,83623,669,212
Lauren Zalaznick
316,075,9744,189,32723,669,212



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
342,827,528586,403520,582


The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. 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
318,226,6501,604,563434,08823,669,212

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 13, 2022
By: /s/ Eve T. Saltman
Eve T. Saltman
Senior Vice President, Corporate & Business Development, Chief Legal Officer and Secretary