Current Report Filing (8-k)
September 14 2022 - 04:46PM
Edgar (US Regulatory)
ROKU, INC false 0001428439 0001428439
2022-09-13 2022-09-13
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):
September 13, 2022
ROKU,
INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
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001-38211 |
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26-2087865 |
(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1155 Coleman Avenue
San Jose, California
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95110 |
(Address of Principal Executive
Offices) |
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(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):
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Class A Common Stock, $0.0001
par value |
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“ROKU” |
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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 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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Amended and Restated Severance Benefit Plan
On September 13, 2022, the Compensation Committee of the Board
of Directors of Roku, Inc. (the “Company”) amended and restated
the Company’s Amended and Restated Severance Benefit Plan (the
“Restated Plan”) to make certain
administrative changes, definitional updates and clarifications,
revisions to certain severance benefits in connection with a
Non-Change in Control
Termination and a Change in Control Termination, specific reference
to the Company’s ability to recoup payments pursuant to the
Company’s Policy for Recoupment of Incentive Compensation (to the
extent applicable to a given participant), and other updates to
conform to applicable laws, regulations and best practices. The
Restated Plan provides for severance benefits to officers at the
level of Vice President and above of the Company.
Capitalized terms used but not otherwise defined in this Current
Report on Form 8-K have the
meanings ascribed to them in the Restated Plan. The foregoing
summary of the Restated Plan is not complete and is qualified in
its entirety by reference to the Restated Plan, a copy of which is
attached as Exhibit 10.1 to this Current Report on Form
8-K and incorporated herein
by reference.
Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
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.
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Roku, Inc. |
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Dated: September 14,
2022 |
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By: |
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/s/ Stephen H. Kay
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Stephen H. Kay |
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Senior Vice President, General
Counsel and Secretary |
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