📋 What This Document Is

This is GoPro's PRELIMINARY proxy statement (Form PRE 14A). It's not the final version yet—it's a draft sent to the SEC for review before being finalized and sent to shareholders.

👉 In simple terms: It's the official notice and information packet for GoPro's upcoming annual shareholder meeting. It tells you what will be voted on, explains the issues, and asks for your vote as a shareholder.

🗓️ The Big Event: 2026 Annual Meeting

GoPro is holding its annual shareholder meeting virtually on Tuesday, June 2, 2026, at 11:30 a.m. Pacific Time.

Where to join: www.virtualshareholdermeeting.com/GPRO2026
Who can vote: You must have been a shareholder of record by April 7, 2026.
How voting works: Each Class A share gets 1 vote. Each Class B share (held mainly by the founder) gets 10 votes.

👉 Why it matters: This is your chance as a shareholder to have a say in how the company is run, from electing its board to approving major plans.

🗳️ What Shareholders Will Vote On (The 5 Proposals)

The meeting has five main items on the agenda. The Board recommends voting FOR all of them.

Proposal 1: Elect 7 Directors Shareholders will vote on all seven nominees to the Board of Directors for one-year terms. The list includes founder/CEO Nicholas Woodman and six other independent directors.

Proposal 2: Ratify the Auditor Ratify PricewaterhouseCoopers LLP as the company's independent accounting firm for 2026. This is a standard yearly vote.

Proposal 3: Advisory Vote on Executive Pay (Say-on-Pay) A non-binding vote to approve the compensation of GoPro's top executives. This lets shareholders voice their opinion on the pay packages.

Proposal 4: Approve More Shares for the Employee Plan Amend the 2024 Equity Incentive Plan to add 13,000,000 new shares for issuance as employee awards (like stock options). This increases the pool available to reward and retain talent.

Proposal 5: Approve Share Issuance for Convertible Debt Approve the issuance of shares that could result from converting all outstanding Convertible Debentures and remove a related exchange cap. This is a technical but important vote related to the company's debt structure.

👥 Meet the Director Nominees

Here are the seven people up for election to GoPro's board:

Name	Age	Key Role/Experience	Independent?
Nicholas Woodman	50	Founder & CEO of GoPro.	No
Tyrone Ahmad-Taylor	58	Lead Independent Director. Former exec at Snap, Meta, Samsung.	Yes
Emily S. Culp Hogue	50	Chief Brand & Strategy Officer at BodyHealth. Former CEO of Cover FX.	Yes
Michael C. Dennison	58	CEO of Fox Factory. Former President at Flex.	Yes
Shaz Kahng	62	Strategic advisor. Former CEO of Gymboree and Lucy Activewear.	Yes
Miguel A. Lopez Ben	66	Former CFO of Ribbon Communications and Vista Outdoors.	Yes
Susan Lyne	74	Managing Partner, BBG Ventures. Former CEO of Gilt Groupe, Martha Stewart Living.	Yes

👉 Why it matters: The board oversees management and sets strategy. This mix includes the founder's deep product knowledge and independent directors with expertise in marketing, finance, operations, and investing.

💼 Director Compensation in 2025

Non-employee directors were paid for their service in 2025. Here's the breakdown:

Annual Cash Retainer: $60,000
Additional Retainers: For committee chairs/members and the Lead Independent Director (e.g., +$25,000 for Audit Committee Chair).
Annual Equity Grant: RSUs (Restricted Stock Units) valued at $135,000.
Total 2025 Compensation (Examples):
- Susan Lyne (Compensation Chair): $174,693 total.
- Tyrone Ahmad-Taylor (Lead Independent Director): $163,683 total.
- Shaz Kahng (Nominating Chair): $168,780 total.

🔍 Key Details on Proposal 4 (Employee Plan)

The company wants to add 13 million shares to its equity incentive plan.

Purpose: To have enough shares available to grant awards to employees, officers, and directors as recruitment, retention, and incentive tools.
Who Benefits: Eligible participants, including executive officers and directors, though awards are at the discretion of the Compensation Committee.
Why They Need It: The company states the existing share pool is running low, and this increase is needed to maintain a competitive compensation program.

🔍 Key Details on Proposal 5 (Convertible Debt)

This proposal is about Convertible Debentures—a form of debt that can be converted into company stock.

The Ask: Shareholders must approve under Nasdaq rules because the potential number of new shares issued upon conversion could be large (up to 19.99% of outstanding shares).
If Approved: It allows the removal of a limit (the "Exchange Cap") on the number of shares issuable upon conversion.
Why it matters: This is a technical compliance vote. It doesn't change the debt itself but ensures the company can meet its obligations if debenture holders choose to convert their debt into stock.

⚖️ Big Picture: Strengths & Considerations

👍 Strengths: Strong founder-CEO leadership. A refreshed, independent board with diverse expertise. Transparent compensation practices. A virtual meeting increases accessibility for all shareholders.
⚠️ Considerations: Proposal 4 (more employee shares) could dilute existing shareholders. Proposal 5 involves potential future dilution from debt conversion. The advisory vote on pay (Proposal 3) is non-binding, so its impact is symbolic.

🧠 The Analogy

This annual meeting is like a homeowners' association (HOA) meeting. The Board of Directors is like the HOA board—they set the rules, hire the management company (the executives), and handle major repairs (company strategy). You, as a shareholder, are a homeowner. This document is the meeting agenda and info packet. You get to vote on:

Electing the board members ( Proposal 1 ).
Hiring the auditor to check the HOA's books ( Proposal 2 ).
Giving your opinion on the board's pay ( Proposal 3 ).
Approving a budget to pay for future landscaping work with special assessments (shares) ( Proposal 4 ).
Allowing the board to take out a loan that might later turn into more HOA dues (shares) ( Proposal 5 ).

🧩 Final Takeaway

GoPro's 2026 annual meeting is a routine but essential governance event. The key takeaways are the election of the entire board, plans to refresh the employee stock pool, and a necessary vote related to convertible debt. For investors, the meeting is an opportunity to affirm the company's direction and leadership.

GoPro Files Proxy for 2026 Annual Meeting