Roku (NASDAQ: ROKU) investors approve directors, pay plan and Deloitte

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Roku, Inc. reported the results of its annual stockholder meeting held via live webcast on June 11, 2026. Stockholders elected three Class III directors—Jeffrey Hastings, Neil Hunt, and Anthony Wood—to terms lasting until the 2029 annual meeting, with support ranging from 83.8% to 94.9% of votes cast.

Stockholders also approved, on an advisory basis, the compensation of Roku’s named executive officers, with 85.4% of votes cast in favor. In addition, stockholders ratified Deloitte & Touche LLP as Roku’s independent registered accounting firm for the fiscal year ending December 31, 2026, with 99.5% of votes cast in support.

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

Jeffrey Hastings votes for: 209,675,473 votes Neil Hunt votes for: 237,465,642 votes Anthony Wood votes for: 229,758,502 votes +4 more

7 metrics

Jeffrey Hastings votes for 209,675,473 votes Election as Class III director; 83.8% of votes in favor

Neil Hunt votes for 237,465,642 votes Election as Class III director; 94.9% of votes in favor

Anthony Wood votes for 229,758,502 votes Election as Class III director; 91.8% of votes in favor

Say-on-pay votes for 213,827,937 votes Advisory approval of named executive officer compensation; 85.4% in favor

Say-on-pay votes against 36,344,270 votes Advisory vote on executive compensation

Auditor ratification votes for 268,465,112 votes Ratification of Deloitte & Touche LLP; 99.5% of votes in favor

Auditor ratification votes against 937,194 votes Ratification of Deloitte & Touche LLP

Key Terms

broker non-votes, named executive officers, independent registered accounting firm, advisory basis, +1 more

5 terms

broker non-votes financial

"the number of abstentions and broker non-votes, as applicable, with respect to each matter"

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.

named executive officers financial

"Stockholders approved, on an advisory basis, the compensation of Roku’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered accounting firm financial

"Stockholders ratified the appointment of Deloitte & Touche LLP as Roku’s independent registered accounting firm"

advisory basis financial

"Stockholders approved, on an advisory basis, the compensation of Roku’s named executive officers"

annual meeting of stockholders financial

"Roku, Inc. held its annual meeting of stockholders via a live webcast"

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Understanding 8-K Material Events →

06/17/2026 - 04:02 PM

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 11, 2026

ROKU, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-38211	26-2087865
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1173 Coleman Avenue San Jose, California		95110
(Address of Principal Executive Offices)		(Zip Code)

(408) 556-9040

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 Instructions 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 Exchange on Which Registered:
Class A Common Stock, $0.0001 par value	“ROKU”	The 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 11, 2026, Roku, Inc. (“Roku”) held its annual meeting of stockholders via a live webcast (the “Annual Meeting”). At the Annual Meeting, Roku’s stockholders voted on three proposals, each of which is described in more detail in Roku’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 24, 2026 (the “2026 Proxy Statement”). The following is a brief description of each matter voted on and the certified results, including the number of votes cast for, against, or withheld, as applicable, and the number of abstentions and broker non-votes, as applicable, with respect to each matter

1.The Class III director nominees were elected to serve until Roku’s 2029 annual meeting of stockholders and in each case until their successors are elected and qualified or until their earlier death, resignation, or removal. The voting results were as follows:


Director Name	Votes For	Votes Withheld	Broker Non-Votes	Percentage of Votes in Favor
Jeffrey Hastings	209,675,473	40,629,145	19,461,664	83.8%
Neil Hunt	237,465,642	12,838,976	19,461,664	94.9%
Anthony Wood	229,758,502	20,546,116	19,461,664	91.8%

2.Stockholders approved, on an advisory basis, the compensation of Roku’s named executive officers, as described in the 2026 Proxy Statement. The voting results were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes	Percentage of Votes in Favor
213,827,937	36,344,270	132,411	19,461,664	85.4%

3.Stockholders ratified the appointment of Deloitte & Touche LLP as Roku’s independent registered accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows:


Votes For	Votes Against	Abstentions	Percentage of Votes in Favor
268,465,112	937,194	363,976	99.5%

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.


	Roku, Inc.

Dated: June 17, 2026
	By:	/s/ Christy Lillquist
		Christy Lillquist
		Vice President, Deputy General Counsel, and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Roku (ROKU) stockholders vote on at the June 2026 annual meeting?

Roku stockholders voted on electing three Class III directors, approving executive compensation on an advisory basis, and ratifying Deloitte & Touche LLP as independent registered accounting firm for the fiscal year ending December 31, 2026.

Were Roku (ROKU) director nominees elected at the 2026 annual meeting?

Yes, all three Class III director nominees were elected. Jeffrey Hastings, Neil Hunt, and Anthony Wood each received strong support, with percentages of votes in favor ranging from 83.8% to 94.9% of votes cast for their respective elections.

How did Roku (ROKU) stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, the compensation of Roku’s named executive officers. The say-on-pay proposal received 213,827,937 votes for and 36,344,270 against, with 85.4% of votes cast in favor, plus additional abstentions and broker non-votes.

Which accounting firm did Roku (ROKU) stockholders ratify for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as Roku’s independent registered accounting firm for the fiscal year ending December 31, 2026. The ratification received 268,465,112 votes for, 937,194 against, 363,976 abstentions, and 99.5% of votes cast in favor.

What level of support did Roku (ROKU) directors receive in the 2026 vote?

Support was high for all three Class III directors. Jeffrey Hastings received 83.8% of votes cast in favor, Neil Hunt received 94.9%, and Anthony Wood received 91.8%, with additional broker non-votes listed for each director’s election outcome.

Did Roku (ROKU) report broker non-votes in its 2026 annual meeting results?

Yes, Roku reported broker non-votes for each relevant proposal. For the director elections and the advisory vote on executive compensation, there were 19,461,664 broker non-votes, which are not counted as votes for or against those items.

Filing Exhibits & Attachments

3 documents