📜 What This Document Is 🗳️

This document is a Proxy Statement (DEF 14A), which is essentially a rulebook and invitation for stockholders. It was filed by GoPro, Inc. for its 2026 Annual Meeting of Stockholders. Instead of detailing the company's performance (like an earnings report), this filing tells you exactly what decisions the board wants you to vote on and why.

👉 The most critical takeaway is that this document does not contain financial results; it contains governance and procedural information to guide your vote.

🌐 What The Company Does 📸

In simple terms, GoPro makes and sells action cameras and accessories for them. The company's entire business revolves around allowing users to capture high-quality, dramatic videos and photos from extreme or unique angles. They provide the physical cameras and the associated software/ecosystem.

👉 The company relies on its ability to connect with creators and make their cameras essential tools for capturing life's biggest moments.

🗓️ The 2026 Annual Meeting Logistics 🗓️

GoPro's Annual Meeting of Stockholders is scheduled for Tuesday, June 2, 2026, and it will be held virtually. You can access the meeting at www.virtualshareholdermeeting.com/GPRO2026.

• Record Date: You must be a stockholder of record at the close of business on April 7, 2026, to be entitled to vote.
• Voting Rights: Every share of Class A common stock represents one vote. Class B common stock represents ten votes.
• Voting Method: You are encouraged to vote by Internet, telephone, or by mail, as this ensures your vote is counted regardless of whether you plan to attend the virtual meeting.

🧑‍💼 The Board and Corporate Governance 🏛️

GoPro emphasizes that strong corporate governance is vital to its success. The Board of Directors oversees all risk management, ensuring the company follows ethical practices and manages its business safely. They have several standing committees, each with a specific oversight role.

• Code of Conduct: All employees and directors must follow a "Code of Business Conduct and Ethics," and all staff are required to take annual training on this Code.
• Risk Oversight: The Board's primary role is overseeing risk. The committees support this by managing specific risk areas, such as cybersecurity and financial reporting.
• Cybersecurity: The Chief Information Security Officer (CISO) leads the cybersecurity program, and the Audit Committee provides a semi-annual review of this program, showing that cyber risk is a top priority.

📣 The Board & Committee Structure 👥

The Board is divided into specialized committees to handle complex corporate functions. This separation of duties is designed to provide thorough and independent oversight.

• Audit Committee: Led by Miguel A. Lopez Ben (Chair), this committee oversees financial risk, internal controls, and the independent accounting firm.
• Compensation and Leadership Committee: Led by Susan Lyne (Chair), this committee handles executive pay, benefits, and human capital management.
• Nominating and Governance Committee: Led by Shaz Kahng (Chair), this committee handles finding, evaluating, and recommending new directors and reviewing general corporate governance best practices.
• Board Leadership: While the Board believes it is in the best interest of the company for the CEO, Nicholas Woodman, to serve as both CEO and Chairman, Tyron Ahmad-Taylor was appointed as the Lead Independent Director for 2025.

🗳️ Electing the Board of Directors 🌟

The annual meeting asks stockholders to elect seven directors. Each director is elected by a plurality of the votes cast (meaning the seven who get the highest number of "FOR" votes win).

The Board recommends voting "FOR" all seven nominees. They are:

• Nicholas Woodman (CEO and Chairman): Founded GoPro and has served since 2004.
• Tyron Ahmad-Taylor (Lead Independent Director): Extensive experience in consumer products and tech marketing (e.g., Snap, Meta).
• Emily S. Culp Hogue: Brings experience in consumer products, marketing, and strategy (e.g., Body Health, LLC).
• Michael C. Dennison: Extensive background in consumer products manufacturing and leadership (e.g., Fox Factory Holding Corp, Flex).
• Shaz Kahng: Extensive background in consumer tech, product development, and marketing (e.g., Nike, Gymboree).
• Miguel A. Lopez Ben: Deep financial and operational experience, having served as CFO for multiple major companies (e.g., Ribbon Communications, Vista Outdoors).
• Susan Lyne: Long history in media, e-commerce, and venture capital (e.g., Gilt Groupe, AOL, Martha Stewart Living Omnimedia).

💰 Approving Executive Compensation 💵

This proposal asks stockholders to vote on executive compensation for the Named Executive Officers (NEOs). The Board recommends voting "FOR" this measure.

• Why it matters: This is an advisory vote (non-binding), meaning that even if the majority votes against it, the company can still proceed with the pay plan.
• 2025 Director Compensation: The annual compensation for non-employee directors is comprehensive, covering both cash and equity awards. For example, Susan Lyne received a total of $174,693 in 2025.
• Annual Retainers (as of 2025): Non-employee directors receive significant annual cash retainers, ranging from $60,000 (standard cash retainer) to $25,000 (Chair of Audit Committee additional cash retainer).
• Annual Equity Grants: All directors receive an annual Restricted Stock Units (RSU) grant valued at $135,000.
• Vesting: These RSU awards vest over a one-year period (25% per quarter) and are set to accelerate and vest in full in the event of a "change in control."

📄 Making Changes to Equity Plans 📈

The Proxy Statement includes several requests to expand the company’s ability to grant stock as compensation and ensure compliance with market rules.

• Amending the Equity Incentive Plan (Proposal 4): The Board seeks approval to amend the 2024 Equity Incentive Plan (EIP) to add 13,000,000 additional shares. This increases the pool of shares available for employee and director compensation.
• Issuance of Convertible Debentures (Proposal 5): Stockholders are asked to approve the issuance of the maximum number of Class A Common Stock shares that can be issued upon converting all Convertible Debentures and removing the "Exchange Cap" restriction. This is generally required to ensure capital raises and future financial flexibility.
• Ratification of Auditor (Proposal 2): The Board asks for approval to ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026.

🛠️ Nomination Process and Board Oversight 🔎

The Nomination and Governance Committee is responsible for ensuring the Board remains high-functioning. The process for nominating new directors is highly structured and professional.

• Process: The Nominating Committee considers recommendations from directors, officers, employees, and stockholders, using consistent criteria to evaluate candidates.
• Goal: The Board seeks to promote board membership that reflects a diversity of business experience, expertise, and viewpoints to ensure "a robust, comprehensive and balanced decision-making process."
• Committee Oversight: The Audit Committee reviews financial risk, while the Compensation Committee oversees human capital management and succession planning.

📞 Meeting Details and Contact Info 📍

For questions regarding your stock ownership, or if you need to manage your voting rights, there are several resources listed.

• General Inquiries: For stock ownership questions, contact your brokerage firm or, if you are a registered holder, the transfer agent, Equiniti Trust Company, LLC.
  • Phone: (800) 937-5449
  • Mail: 1110 Centre Point Curve, Suite 101, Mendota Heights, Minnesota 55120
  • Email: [email protected]
• Virtual Meeting Website: All voting instructions and access are centered at www.virtualshareholdermeeting.com/GPRO2026.

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🧠 The Analogy

Think of the Board of Directors and this Proxy Statement as the ultimate corporate committee meeting minutes. The company (GoPro) is the athlete who needs to win the season. The Directors are the coaches. This Proxy Statement doesn't tell you if the athlete scored points (that's the financial report); it tells you how the coaching staff is structured, how they are paid, and whether they have enough budget and legal permission (the required shareholder votes) to even coach the team next year.

🧩 Final Takeaway

This filing is a vote of confidence—or lack thereof—in the company's governance structure, management, and future financial capacity. While there are no revenue numbers here, your vote approves the paychecks and powers that will fund GoPro's operations through the next year.