Shareholders OK 13M-share plan increase; GoPro (NASDAQ: GPRO) approves convertible debenture issuance
Rhea-AI Filing Summary
GoPro, Inc. filed a prospectus supplement to its Form S-1 that incorporates a Form 8-K disclosing results of its 2026 Annual Meeting of Stockholders. At the meeting, holders representing 79,201,721 shares of Class A and 250,360,700 shares of Class B were present, representing 82.40% of eligible votes and constituting a quorum.
Stockholders elected seven directors, ratified PricewaterhouseCoopers LLP as auditor, approved the advisory vote on executive compensation, approved an increase of 13,000,000 shares to the 2024 Equity Incentive Plan, and approved, under Nasdaq Listing Rule 5635(d), issuance of the maximum Class A shares issuable upon conversion of the company’s convertible debentures and removal of the exchange cap.
Positive
- None.
Negative
- None.
Insights
Board composition and equity-authorizations confirmed by shareholders.
The meeting re-elected seven incumbent directors with substantial support across the votes reported, and ratified the independent auditor. These governance outcomes preserve management continuity and established oversight.
Shareholders also approved the 13,000,000-share increase to the 2024 Equity Incentive Plan and the removal of the exchange cap for convertible debentures; subsequent filings will show exact issuance mechanics and timing.
Shareholder approvals clear path for convertible debenture treatment and plan grants.
The approval under Nasdaq Listing Rule 5635(d) permits issuance of the maximum shares on conversion and removes the exchange cap as described in the proxy. This conforms with Nasdaq approval standards and avoids a potential listing-rule obstacle.
Legal and procedural details such as conversion timing and any related disclosure will appear in future securities filings or conversion notices.
Key Figures
Class A shares present: 79,201,721 shares
Class B shares present: 250,360,700 shares
Quorum percentage: 82.40%
+3 more
6 metrics
Class A shares present
79,201,721 shares
2026 Annual Meeting
Class B shares present
250,360,700 shares
2026 Annual Meeting
Quorum percentage
82.40%
of eligible votes present at the meeting
Equity Incentive Plan increase
13,000,000 shares
Amendment to the GoPro, Inc. 2024 Equity Incentive Plan
Votes for Proposal 5
278,400,088 votes
Approval of issuance upon conversion of convertible debentures
Votes for Proposal 3 (say-on-pay)
279,805,343 votes
Approval of the advisory (non-binding) resolution on executive compensation
Key Terms
Nasdaq Listing Rule 5635(d), Convertible Debentures, Exchange Cap, Broker Non-Votes
4 terms
Nasdaq Listing Rule 5635(d) regulatory
"approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of the maximum number"
Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.
Convertible Debentures financial
"issuable upon conversion of all Convertible Debentures and removal of the Exchange Cap"
Convertible debentures are loans a company issues that pay interest like a bond but can be swapped later for the company’s shares at a set price. For investors they act like a safety-net plus a shortcut: you get regular interest payments while retaining the option to join ownership if the share price rises, which offers upside potential but can dilute existing shareholders if conversion occurs.
Exchange Cap financial
"removal of the Exchange Cap"
Broker Non-Votes regulatory
"Broker Non-Votes 43,005,869 reported across proposals"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were the vote totals for GoPro's 2026 Annual Meeting (GPRO)?
The meeting recorded 79,201,721 Class A shares and 250,360,700 Class B shares present, representing 82.40% of eligible votes and constituting a quorum.
Did GoPro approve an increase to its equity incentive plan?
Yes. Stockholders approved an amendment to the 2024 Equity Incentive Plan to add 13,000,000 shares authorized for issuance under the plan.
Was the auditor for GoPro ratified at the meeting?
Yes. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as GoPro's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Were the company’s directors re-elected at the 2026 Annual Meeting?
Yes. All seven nominated directors were elected; vote totals ranged with leading support such as 282,661,570 votes for Michael C. Dennison and other nominees receiving majority support.
| PROSPECTUS SUPPLEMENT NO. 1 | Filed Pursuant to Rule 424(b)(3) | |||||||
| (To Prospectus dated June 3, 2026) | Registration No. 333-289946 | |||||||
GoPro, Inc.
This prospectus supplement updates, amends and supplements the prospectus dated June 3, 2026 (as supplemented, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-289946). Capitalized terms used in this Prospectus Supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This Prospectus Supplement updates, amends and supplements the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 4, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this Prospectus Supplement.
You should read this Prospectus Supplement in conjunction with the Prospectus, including any amendments and supplements thereto. This Prospectus Supplement is qualified by reference to the Prospectus, except to the extent that the information contained in this Prospectus Supplement supersedes the information contained in the Prospectus. This Prospectus Supplement is not complete without, and may not be utilized except in connection with, the Prospectus.
Investing in our securities involves significant risks. See “Risk Factors” beginning on page 4 of the Prospectus, and under similar headings in any further amendments or supplements to the Prospectus, to read about factors you should consider before investing in our securities.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is July 8, 2026.
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 | |||||