Roku, Inc. (ROKU) Earnings Call Transcript & Summary

Hello, and welcome to the Roku, Inc. 2021 Annual Meeting of Stockholders. I will now pass the call over to Anthony Wood.

Good morning. I'm Anthony Wood, Roku's CEO and Chairman. I'm happy to welcome you to Roku's 2021 Annual Meeting of Stockholders. The meeting is now -- the meeting will now officially come to order. I will ask Steve Kay, Roku's Senior Vice President and General Counsel and Secretary, to proceed with the formal business of the meeting as set forth in the annual meeting notice and proxy statement.

Thank you, Anthony. I'd like to acknowledge the members of our Board of Directors who are with us today. In addition to Anthony, the other members of the Board who are present are: Ravi Ahuja, Jeff Hastings, Alan Henricks, Laurie Simon Hodrick, Gina Luna and Ray Rothrock. I'd also like to acknowledge that Alan Henricks' term of office on Roku's Board will end today. Alan joined the Board in 2012, and we are all grateful for his many years of service and contributions to Roku. Next, I'd like to introduce Steve Louden, our Chief Financial Officer. Also present today are Rod Gauer and [ Dan Ray ] of Deloitte & Touche, our independent auditors, who will be available to respond to appropriate questions at the end of the meeting. Now moving on to procedural matters. After the formal part of our meeting, we will answer stockholder questions submitted either in advance of the meeting or during the meeting itself. We'd like to thank the stockholders who submitted questions in advance of the meeting. Please note that, today, we will only address questions that are related to the business of the annual meeting and that comply with our annual meeting rules of conduct as time permits. We encourage you to listen to our Q2 earnings call in early August where we will address Roku's financials and business strategy. We have at this meeting a complete list of stockholders of record of Roku's common stock on April 16, 2021, the record date for this meeting. We also have an affidavit certifying that commencing on April 28, 2021, the Notice of this Meeting was mailed to all stockholders of record as of the close of business on the record date. I'd now like to introduce Elsie Fletcher of Carideo Group. I am appointing Elsie -- Ms. Fletcher, to act as inspector of elections at this meeting. Ms. Fletcher has signed the customary oath of office to execute her duties with strict impartiality. We will file her oath and -- her oath with the records of the meeting. Mrs. Fletcher's role -- Ms. Fletcher's role is to decide upon the qualifications of voters, accept their votes and tally the final votes when balloting on all matters is completed. I've been informed by the inspector of election that proxies have been received for 108,984,299 shares of the 115,194,051 shares of Class A common stock and the 17,199,155 shares of Class B common stock outstanding on the record date, voting as a single class, which represents 91.1% of the aggregate voting power of the shares of common stock issued. This constitutes a quorum for the meeting today. Any additional votes may be submitted online through the meeting portal. We will now proceed with the formal business of this meeting. There are 3 proposals to be considered by the stockholders at this meeting. The polls have been open for voting since 9 a.m. Pacific Time. The polls will be closed to voting after we go through the 3 matters to be voted on. The first item of business is the election of Ravi Ahuja, Mai Fyfield and Laurie Simon Hodrick as Class I directors to hold office until Roku's 2024 Annual Meeting of Stockholders. The second item of business is an advisory vote to approve our executive compensation. The third item of business is the ratification of the selection by the Audit Committee of Deloitte & Touche LLP as Roku's independent registered public accounting firm for the fiscal year ending December 31, 2021. That was the final proposal for today's meeting. Voting is by proxy, which may be submitted at this meeting by voting your shares as instructed on the meeting portal. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 10 votes. The time is now 9:07, and the polls are closed for voting. The inspector of election has tallied the votes, and the preliminary results are as follows. Ravi Ahuja, Mai Fyfield, Laurie Simon Hodrick have been -- and Laurie Simon Hodrick have been elected to serve as Class I directors of Roku. The executive compensation of Roku's named executive officers has been approved on an advisory basis. The selection of Deloitte & Touche LLP as Roku's independent registered public accounting firm for the fiscal year ending December 31, 2021, has been ratified. We expect to report our final voting results on a Form 8-K to be filed with the SEC within 4 business days after the end of this meeting. This concludes the formal part of the meeting, which is now adjourned. Now we will begin the question-and-answer session.

As I mentioned, we are only addressing stockholder questions that are related to the business of today's meeting and that comply with our annual meeting rules of conduct. Please note that we will be grouping similar questions by topic. Our first question is what percentage of meetings did each director attend? In 2020, each director attended 100% of our Board meetings and applicable committee meetings, except in the case of one meeting where one director was absent. Next, we received several questions regarding political contributions and advocacy. The representative question is, what is Roku's policy with respect to political contributions and engaging in political advocacy? As a company, Roku does not directly or indirectly support individual candidates or parties. Roku's public policy advocacy is limited to engagement on issues of importance to the company's business. Roku does not have a corporate PAC program and does not use corporate funds to make political contributions. We also received several questions regarding Roku's executive compensation, with a representative question being, what is the rationale for Roku's executive compensation program? Roku's executive compensation program is designed to attract, retain and reward our executive officers. As a result, we pay competitive total compensation that is guided by market rates and tailored to account for the responsibilities of each position and the unique qualifications of each executive. We do not pay our executive officers cash bonuses or tie equity awards to individual or corporate performance goals because the types of employees that Roku -- that work at Roku want to do a great job regardless of a bonus. We also don't tie bonuses or equity awards to set objectives because our objectives and goals are dynamic and often change accordingly. You can find details regarding Roku's executive officer compensation in our proxy statement, which is filed with the SEC and is available on our Investor Relations website. Finally, we received questions regarding our approach to the diversity of our Board and management. With respect to the Board, our Nominating and Governance Committee continually evaluates potential candidates, and the committee values diversity as a key factor in evaluating candidates. In 2020, the Board added 2 new female directors, Laurie Hodrick -- Laurie Simon Hodrick and Gina Luna. Currently, 50% of our directors identify as female or from an underrepresented community. In addition, Roku is committed to inclusion -- inclusive recruiting at all levels, including management. We believe in finding and hiring the best possible talent to do meaningful work, sourcing from a diversity of backgrounds and locations and holding true to our commitment to fairness throughout the process. Now we will confirm whether there are any other relevant questions submitted during the meeting. Okay. One question. How does Roku decide who to recommend for positions on the Board? Well, information regarding the criteria considered in evaluating candidates is available in our proxy statement, which is filed with the SEC. As there are no additional, relevant questions, I now return the floor to Anthony Wood.

Thanks, Steve. The meeting has now concluded. Thank you for your attendance at Roku's 2021 Annual Meeting of Stockholders.