Shareholder Vote

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 8, 2023 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.)       1155 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 8, 2023, 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 four 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 27, 2023 (the “ 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 II director nominee was elected to serve until Roku’s 2025 annual meeting of stockholders and until his successor is elected and qualified or until his 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 Blackburn 242,125,595 427,676 23,783,532 99.8% 2. The Class III director nominees were elected to serve until Roku’s 2026 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 216,327,208 26,226,063 23,783,532 89.2% Neil Hunt 218,568,131 23,985,140 23,783,532 90.1% Anthony Wood 221,418,507 21,134,764 23,783,532 91.3% 3. Stockholders approved, on an advisory basis, Roku’s executive compensation as described in the Proxy Statement. The voting results were as follows: Votes For Votes Against Abstentions Broker Non-Votes Percentage of Votes in Favor 191,733,902 50,638,684 180,685 23,783,532 79.0% 4. Stockholders ratified the appointment of Deloitte & Touche LLP as Roku’s independent registered accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows: Votes For Votes Against Abstentions Percentage of Votes in Favor 265,565,239 528,289 243,275 99.7% 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 9, 2023     By: /s/ Stephen H. Kay     Stephen H. Kay     Senior Vice President, General Counsel and Secretary