• Abstract and Figures
• Public Full-text

GoPro, Inc. Fiscal Year 2017 Proxy Statement and Annual Report To Our Shareholders: In 2017, we focused on simplifying the GoPro experience for our consumers and improving execution in an effort to deliver long- term growth and profitability. We successfully launched our most impressive flagship camera ever, HERO6 Black, and married it to a seamless GoPro app experience for easier sharing. We launched Fusion, our 360-degree camera, and quickly established GoPro as a leader in this important new capture category. And we made significant advancements to our mobile app, computer vision and machine-learning capabilities as illustrated by QuikStories, our ever-improving automated editing feature. We achieved these milestones with a leaner, more efficient organization and significantly reduced operating expenses. However, after three quarters of marked executional improvement and the successful launch of these new products, we had a challenging fourth quarter where we learned valuable lessons regarding the pricing of our products and the importance of better understanding our consumers globally. Our 2018 plan combines our 2017 learnings with GoPro’s brand and product strength to provide us the opportunity to restore growth and profitability to our business. To achieve this, we have established a clear set of priorities: • Strengthen our analytics and understanding of our consumers to enable better business planning. We’ve committed greater resources to better understand our data to improve forecasting and our understanding of our consumers. • Increase our investment in marketing to grow our brand and attract new consumers globally. GoPro’s biggest growth periods were realized with attractively priced products and significant levels of marketing. We are returning to this proven approach while targeting reduced operating expenses. • Launch products that broaden GoPro’s appeal at all price points, with greater emphasis on new consumers. HERO, the first of several new cameras we plan to release this year, launched in March with a touch display and a US$199 price point designed to attract new consumers. • Eliminate friction in our camera, mobile and cloud experience. Now that we’ve successfully deployed GoPro as a camera-to- smartphone-to-cloud experience, we’re focused on making it as seamless and intuitive as possible. • Expand the value proposition of our subscription offerings. We believe value drives adoption. In January 2018, we expanded our Plus subscription service in the U.S. market to include a “You Break It, We Replace It” damage replacement benefit, mobile content backup and unlimited photo storage. • Attract, engage and retain top talent. We’re committed to fostering an inspiring, innovation-focused culture while creating career advancement opportunities for our employees. GoPro’s brand is strong globally and consumer social engagement has never been better. We’ve learned from previous pricing challenges and have proven there is significant demand for our products at the right price. We’re seeing increased consumer usage rates with HERO6 Black and our improved GoPro app experience. Our 2018 and 2019 product pipeline is impressive even with our leaner organization and lower operating expenses. GoPro is now operating as a more efficient company, and we have clear priorities that we believe can restore growth and profitability. As founder and CEO, I want to thank our shareholders for their continued support and for being a part of our mission. Our products and services make it easy for people around the world to capture and share their lives in a way that promotes happiness and positivity. For this, we’re incredibly grateful and motivated. Nicholas Woodman Founder, Chairman and Chief Executive Officer April 25, 2018 Dear Stockholders: You are cordially invited to attend the 2018 Annual Meeting of Stockholders of GoPro, Inc., which will be held virtually on Tuesday, June 5, 2018 at 10:00 a.m. (Pacific Time). The virtual Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/GPRO2018, where you will be able to listen to the meeting live, submit questions and vote online. We believe that a virtual stockholder meeting provides greater access to those who may want to attend and therefore have chosen this over an in-person meeting. The matters expected to be acted upon at the virtual Annual Meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. Your vote is important. Whether or not you plan to attend the meeting, please cast your vote as soon as possible by Internet or telephone, or by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend the virtual meeting or not. Returning the proxy does not deprive you of your right to attend the meeting and to vote your shares at the virtual meeting. We look forward to your attendance at our virtual Annual Meeting. Sincerely, Nicholas Woodman Chief Executive Officer IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 5, 2018 AT 10:00 A.M. (PACIFIC TIME): THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT www.proxyvote.com GOPRO, INC. 3000 Clearview Way San Mateo, California 94402 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Our Stockholders: NOTICE IS HEREBY GIVEN that the 2018 Annual Meeting of Stockholders of GoPro, Inc. will be held virtually on Tuesday, June 5, 2018, at 10:00 a.m. (Pacific Time). The virtual Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/GPRO2018, where you will be able to listen to the meeting live, submit questions and vote online. We are holding the meeting for the following purposes, which are more fully described in the accompanying proxy statement: 1. To elect seven directors, all of whom are currently serving on our board of directors, each to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. Nicholas Woodman Susan Lyne Kenneth Goldman Frederic Welts Peter Gotcher Lauren Zalaznick Alexander Lurie 2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2018. 3. To amend our 2014 Equity Incentive Plan to revise the limit on non-employee director awards in any calendar year. In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement of the meeting. Only stockholders of record at the close of business on April 12, 2018 are entitled to notice of, and to vote at, the virtual meeting and any adjournments or postponements thereof. For ten days prior to the meeting, a complete list of the stockholders entitled to vote at the virtual meeting will be available for examination by any stockholder for any purpose germane to the meeting during ordinary business hours at our headquarters. Your vote as a GoPro, Inc. stockholder is very important. Each share of GoPro Class A common stock that you own represents one vote and each share of GoPro Class B common stock that you own represents ten votes. For questions regarding your stock ownership, contact your brokerage firm or other entity that holds your shares or, if you are a registered holder, our transfer agent, American Stock Transfer & Trust Company, LLC, by calling (800) 937-5449, by writing to 6201 15th Avenue, Brooklyn, New York 11219 or by visiting their website at https://www.astfinancial.com. By Order of the Board of Directors, Nicholas Woodman Chief Executive Officer San Mateo, California April 25, 2018 YOUR VOTE IS IMPORTANT WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY BY INTERNET, TELEPHONE OR BY MAIL. FOR ADDITIONAL INSTRUCTIONS ON VOTING BY TELEPHONE OR THE INTERNET, PLEASE REFER TO YOUR PROXY CARD. TO VOTE AND SUBMIT YOUR PROXY BY MAIL, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE VIRTUAL ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE VIA THE VIRTUAL MEETING WEBSITE. IF YOU HOLD YOUR SHARES THROUGH AN ACCOUNT WITH A BROKERAGE FIRM, BANK OR OTHER NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS YOU RECEIVE FROM YOUR ACCOUNT MANAGER TO VOTE YOUR SHARES. GOPRO, INC. PROXY STATEMENT FOR THE 2018 ANNUAL MEETING OF STOCKHOLDERS Table of Contents Page INFORMATION ABOUT SOLICITATION AND VOTING . 1 INTERNET AVAILABILITY OF PROXY MATERIALS . 1 GENERAL INFORMATION ABOUT THE ANNUAL MEETING . 1 BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD; CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE . 4 NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS . 9 PROPOSAL NO. 1 ELECTION OF DIRECTORS . 10 PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . 16 PROPOSAL NO. 3 APPROVAL OF THE AMENDMENT TO THE 2014 EQUITY INCENTIVE PLAN TO CHANGE THE LIMIT ON AWARDS THAT MAY BE MADE TO NON-EMPLOYEE DIRECTORS . 17 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . 22 EXECUTIVE OFFICERS . 24 COMPENSATION DISCUSSION AND ANALYSIS . 25 REPORT OF THE COMPENSATION AND LEADERSHIP COMMITTEE . 53 EQUITY COMPENSATION PLAN INFORMATION . 54 RELATED PARTY TRANSACTIONS . 55 REPORT OF THE AUDIT COMMITTEE . 57 ADDITIONAL INFORMATION . 58 OTHER MATTERS . 59 APPENDIX A: GOPRO, INC. AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN AND FRENCH SUBPLAN . A- 1 APPENDIX B: RECONCILIATION OF GAAP TO NON-GAAP CORPORATE PERFORMANCE MEASURES . B- 1 GOPRO, INC. 3000 Clearview Way San Mateo, California 94402 PROXY STATEMENT FOR THE 2018 ANNUAL MEETING OF STOCKHOLDERS April 25, 2018 INFORMATION ABOUT SOLICITATION AND VOTING The accompanying proxy is solicited on behalf of the board of directors of GoPro, Inc.

Load more

  196

Copy Link