0001428439FALSE00014284392022-10-312022-10-31
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): October 31, 2022
ROKU, INC.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | 001-38211 | 26-2087865 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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1155 Coleman Ave 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):
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 31, 2022, Steve Louden, Chief Financial Officer of Roku, Inc. (the “Company”), advised us that after helping us recruit and transition his role to a successor he plans to leave the Company. We expect this transition to take place sometime in 2023, and will commence an executive search to identify Mr. Louden’s successor.
Item 9.01 Financial Statements and Exhibits.
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| (d) | Exhibits. | |
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| Exhibit Number | Description | |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| | Roku, Inc. |
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| Dated: November 2, 2022 | |
| | By: | /s/ Stephen H. Kay |
| | | Stephen H. Kay |
| | | Senior Vice President, General Counsel and Secretary |