GoPro holders approve equity plan, debenture shares
GoPro, Inc. reported the results of its 2026 annual meeting of stockholders.
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Form Type
8-K
Rhea-AI Filing Summary
GoPro, Inc. reported the results of its 2026 annual meeting of stockholders. Holders of 79,201,721 shares of Class A common stock and 250,360,700 shares of Class B common stock were present, representing 82.40% of eligible votes and constituting a quorum.
Stockholders elected seven directors to serve until the next annual meeting and ratified PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026. They also approved the advisory resolution on executive compensation.
Stockholders approved an amendment to the 2024 Equity Incentive Plan to increase Class A common stock available for issuance by 13,000,000 shares. In addition, they approved, 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 the removal of the exchange cap.
Insights
GoPro shareholders backed all annual meeting proposals, including added equity capacity and full debenture convertibility.
GoPro’s stockholders approved every management proposal at the 2026 annual meeting. This included routine items such as electing seven directors, ratifying PricewaterhouseCoopers LLP as auditor, and passing the advisory vote on executive compensation with 279,805,343 votes in favor.
Two capital-related approvals stand out. First, stockholders amended the 2024 Equity Incentive Plan to add 13,000,000 shares of Class A common stock, increasing potential equity-based compensation capacity. Second, they approved issuing the maximum Class A shares upon conversion of all convertible debentures and removing the exchange cap, in line with Nasdaq Listing Rule 5635(d).
These actions collectively confirm stockholder support for current leadership, compensation structure, and a more flexible equity and debenture conversion framework. The filing does not quantify how these approvals compare with total shares outstanding, so the ultimate impact on ownership structure depends on future plan usage and debenture conversion activity.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Meeting participation: 79,201,721 Class A shares; 250,360,700 Class B shares
Voting quorum: 82.40% of eligible votes
Added equity plan capacity: 13,000,000 shares
+3 more
6 metrics
Meeting participation
79,201,721 Class A shares; 250,360,700 Class B shares
Shares represented at 2026 annual meeting
Voting quorum
82.40% of eligible votes
Presence at 2026 annual meeting
Added equity plan capacity
13,000,000 shares
Increase in Class A shares under 2024 Equity Incentive Plan
Say-on-pay support
279,805,343 votes for
Advisory executive compensation proposal
Equity plan amendment support
262,773,701 votes for
Amendment to 2024 Equity Incentive Plan
Convertible debenture conversion approval
278,400,088 votes for
Issuance of maximum Class A shares upon conversion and cap removal
Key Terms
Nasdaq Listing Rule 5635(d), Convertible Debentures, 2024 Equity Incentive Plan, broker non-votes, +1 more
5 terms
Nasdaq Listing Rule 5635(d) regulatory
"To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of the maximum number of shares..."
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
"issuance of the maximum number of shares of Class A Common Stock issuable upon conversion of all Convertible Debentures..."
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.
2024 Equity Incentive Plan financial
"to increase the number of shares of Class A common stock authorized for issuance under the 2024 Equity Incentive Plan..."
broker non-votes regulatory
"Votes For | Votes Against | Votes Abstained | Broker Non-Votes"
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.
advisory (non-binding) resolution on executive compensation financial
"To approve the advisory (non-binding) resolution on executive compensation."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did GoPro (GPRO) announce from its 2026 annual stockholder meeting?
GoPro reported that stockholders approved all five proposals at the 2026 annual meeting, including director elections, auditor ratification, executive compensation, an equity plan amendment adding 13,000,000 shares, and authorization of maximum Class A share issuance upon conversion of all convertible debentures.
Was GoPro’s (GPRO) executive compensation supported in the 2026 say-on-pay vote?
Yes. Stockholders approved the advisory, non-binding resolution on executive compensation, with 279,805,343 votes for, 5,425,042 against, and 1,326,167 abstentions, along with 43,005,869 broker non-votes, indicating overall support for the company’s compensation practices.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 | |||||