GoPro, Inc.

8-K · gpro-20260602.htm iXBRL

0001500435 2026-06-02 2026-06-02

 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, 2026

 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 5.07 Submission of Matters to a Vote of Security Holders.
 On June 2, 2026, the Company held its 2026 Annual Meeting of Stockholders (the "Meeting"). Present at the Meeting in person or by valid proxy were holders of 79,201,721 shares of Class A Common Stock, and holders of 250,360,700 shares of Class B Common Stock, or 82.40% 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 7, 2026 (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 five proposals, each of which is described in more detail in the Company’s Proxy Statement filed on April 21, 2026:
 1. To elect seven directors, all of whom are currently serving on the Company's board of directors, each to serve until the next annual meeting of stockholders or 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 the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
 3. To approve the advisory (non-binding) resolution on executive compensation.
 4. To approve an amendment to the GoPro, Inc. 2024 Equity Incentive Plan with an additional 13,000,000 shares.
 5. To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of the maximum number of shares of Class A Common Stock issuable upon conversion of all convertible debentures and removal of the exchange cap.
 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
 273,831,210 12,725,342 43,005,869
 Tyrone Ahmad-Taylor
 275,338,554 11,217,998 43,005,869
 Emily S. Culp Hogue
 282,650,568 3,905,984 43,005,869
 Michael C. Dennison
 282,661,570 3,894,982 43,005,869
 Shaz Kahng 267,770,350 18,786,202 43,005,869
 Miguel A. Lopez Ben
 282,654,736 3,901,816 43,005,869
 Susan Lyne
 275,579,994 10,976,558 43,005,869

 Each of the seven nominees was elected to serve until the next annual meeting of stockholders or 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

 322,715,568 5,741,927 1,104,926

 The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. 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

 279,805,343 5,425,042 1,326,167 43,005,869

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

 Proposal 4: Approval to Amend the 2024 Equity Incentive Plan With Additional 13,000,000 Shares.

 Votes For
 Votes Against
 Votes Abstained
 Broker Non-Votes

 262,773,701 22,476,453 1,306,398 43,005,869

 The stockholders approved the first amendment to the 2024 Equity Incentive Plan to increase the number of shares of Class A common stock authorized for issuance under the 2024 Equity Incentive Plan by 13,000,000 shares.

 Proposal 5: Approval, in Accordance with Nasdaq Listing Rule 5635(d), of the Issuance of the Maximum Number of Shares of Class A Common Stock Issuable upon Conversion of All Convertible Debentures and Removal of the Exchange Cap.

 Votes For
 Votes Against
 Votes Abstained
 Broker Non-Votes

 278,400,088 6,830,176 1,326,288 43,005,869

 The stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of the maximum number of shares of Class A Common Stock issuable upon conversion of all Convertible Debentures and removal of the Exchange Cap.

 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, 2026
 By: /s/ Jason Stephen

 Jason Stephen
 Senior Vice President, General Counsel