ROKU, INC 8-K

What Happened
Roku, Inc. filed a Form 8-K on June 17, 2026 reporting the certified results of its June 11, 2026 annual meeting of stockholders. Three Class III director nominees — Jeffrey Hastings, Neil Hunt, and Anthony Wood — were re-elected to serve until the 2029 annual meeting. Stockholders also approved, on an advisory basis, the compensation of Roku’s named executive officers and ratified Deloitte & Touche LLP as Roku’s independent registered public accounting firm for fiscal 2026.

Key Details

• Director elections (terms through 2029):
  • Jeffrey Hastings: 209,675,473 votes for; 40,629,145 withheld; 19,461,664 broker non-votes; 83.8% in favor.
  • Neil Hunt: 237,465,642 votes for; 12,838,976 withheld; 19,461,664 broker non-votes; 94.9% in favor.
  • Anthony Wood: 229,758,502 votes for; 20,546,116 withheld; 19,461,664 broker non-votes; 91.8% in favor.
• Advisory vote on executive compensation (say-on-pay): 213,827,937 for; 36,344,270 against; 132,411 abstentions; 19,461,664 broker non-votes; 85.4% in favor.
• Auditor ratification: Deloitte & Touche LLP ratified as independent registered accounting firm for fiscal 2026 with 268,465,112 for, 937,194 against, and 363,976 abstentions (99.5% in favor).

Why It Matters

• Board continuity: Re-election of the three directors maintains current leadership and oversight through 2029, which can affect strategic direction and governance stability.
• Shareholder sentiment on pay: The advisory "say-on-pay" passed with strong support (85.4%), indicating broad shareholder approval of executive compensation practices—note this vote is non-binding.
• Audit continuity: Near-unanimous ratification of Deloitte ensures continuity in Roku’s external audit engagement for fiscal 2026, supporting consistent financial reporting and comparability for investors.

Filed by Roku’s Vice President, Deputy General Counsel and Corporate Secretary, Christy Lillquist, on June 17, 2026.