What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-18 compared with 2021-02-26 · 77 added, 32 removed, 118 unchanged (48% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended, or the Exchange Act) prior to the filing of this Annual Report on Form 10-K.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were, in design and operation, effective at the reasonable assurance level.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the

period covered by this Annual Report, our disclosure controls and procedures were, in design and operation, effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

4 unchanged sentences

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our assessment excluded internal controls over financial reporting of This Old House and Nielsen AVA businesses which were acquired during the year and whose total assets represent 1.7% and total revenue represent 0.7% of our consolidated financial statement amounts as of and for the year ended December 31, 2021.

Based on our evaluation under the framework set forth in Internal Control — Integrated Framework (2013) , our management concluded that our internal control over financial reporting was effective as of December 31, 2021.

12 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated February 25, 2021, expressed an unqualified opinion on those financial statements and included an explanatory paragraph related to the Company’s change in method of accounting for leases in fiscal year 2019 due to the adoption of Accounting Standards Update No.

2016-02, Leases (Topic 842).

As described in “Management’s Report on Internal Control over Financial Reporting”, management excluded from its assessment the internal control over financial reporting at the This Old House and Nielsen AVA businesses which were acquired during the year and whose financial statements constitute 1.7% of total assets and 0.7% of total revenue of the consolidated financial statement amounts as of and for the year ended December 31, 2021.

Accordingly, our audit did not include the assessment of internal controls over financial reporting for the This Old House and Nielsen AVA businesses.

Basis for Opinion

18 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

10 unchanged sentences

(a)(1) Financial Statements

See Index to Financial Statements in Item 8 of this Report.

See Index to Financial Statements in Item 8 of this Annual Report.

(a)(2) Financial Statement Schedule

3 unchanged sentences

Incorporated by Reference

Exhibit Title

Number Exhibit Title Form File No.

Exhibit Filing

2.1 Agreement and Plan of Merger, dated October 22, 2019, by and among Roku, Inc., Delaware Acquisition Company, Inc., dataxu, Inc.

2 unchanged sentences

and Shareholder Representative Services LLC, as Stockholder Representative

8-K 001-38211 2.1 11/14/2019

3.1 Amended and Restated Certificate of Incorporation

8-K 001-38211 3.1 10/3/2017

3.2 Amended and Restated Bylaws

S-1/A 333-220318 3.4 9/18/2017

4.1 Reference is made to Exhibit 3.1

4.2 Form of Class A Common Stock Certificate

S-1/A 333-220318 4.1 9/18/2017

4.3 Description of Securities

10-K 001-38211 4.3 3/2/2020

10.1 + Roku, Inc.

2008 Equity Incentive Plan

S-1 333-220318 10.3 9/1/2017

10.2 + Forms of Option Agreement and Option Grant Notice under 2008 Equity Incentive Plan

S-1 333-220318 10.4 9/1/2017

10.3 + Roku, Inc.

2017 Equity Incentive Plan

Forms of Option Agreement and Option Grant Notice under 2017 Equity Incentive Plan .

Forms of Restricted Stock Unit Grant Notice and Award Agreement under 2017 Equity Incentive Plan .

Forms of Option Agreement and Option Grant Notice under 2017 Equity Incentive Plan.

Forms of Restricted Stock Unit Grant Notice and Award Agreement under 2017 Equity Incentive Plan (Non-Employee Directors) .

Forms of Option Grant Notice and Option Agreement under 2017 Equity Incentive Plan (Non-Employee Directors) .

Forms of Restricted Stock Unit Grant Notice and Award Agreement under 2017 Equity Incentive Plan (Employees).

Forms of Restricted Stock Unit Grant Notice and Award Agreement under 2017 Equity Incentive Plan.

Forms of Option Grant Notice and Award Agreement under 2017 Equity Incentive Plan.

Forms of Stock Option Grant Notice and Option Agreement Under 2017 Equity Incentive Plan (Non-Employee Directors Initial Award) .

Forms of Stock Option Grant Notice and Option Agreement Under 2017 Equity Incentive Plan (Non-Employee Directors Annual Award) .

Forms of Restricted Stock Unit Grant Notice and Award Agreement Under 2017 Equity Incentive Plan (Non-Employee Directors) .

S-1/A 333-220318 10.5 9/18/2017

10.4 + Forms of Consolidated Option Agreement and Option Grant Notice under 2017 Equity Incentive Plan

10.5 + Forms of Consolidated Restricted Stock Unit Grant Notice and Award Agreement under 2017 Equity Incentive Plan

10.6 + Executive Supplemental Stock Option Program 202 2 Enrollment Form

Forms of Option Grant Notice and Executive Supplemental Stock Option Agreement and Option Grant Notice under 2017 Equity Incentive Plan .

8-K 001-38211 10.1 10/1/2021

10.7 + Roku, Inc.

2017 Employee Stock Purchase Plan

S-1/A 333-220318 10.8 9/18/2017

10.8 + Form of Indemnification Agreement, by and between Roku, Inc.

and each of its directors and executive officers

S-1A 333-220318 10.9 9/18/2017

10.9 + Employment Terms Agreement, by and between Roku, Inc.

and Stephen Kay, dated November 15, 2013

S-1 333-220318 10.9 9/1/2017

10.10 + Employment Terms Agreement, by and between Roku, Inc.

and Steve Louden, dated June 11, 2015

S-1 333-220318 10.11 9/1/2017

10.11 + Employment Terms Agreement, by and between Roku, Inc.

and Scott Rosenberg, dated October 30, 2012

S-1 333-220318 10.13 9/1/2017

10.12 + Employment Terms Agreement, by and between Roku, Inc.

and Mustafa Ozgen, dated January 17, 2019

Independent Contractor Services Agreement by and between Roku, Inc.

and Neil Hunt, dated September 10, 2017 .

10-K 001-38211 10.18 3/2/2020

10.13 + Roku, Inc.

Amended and Restated Severance Benefit Plan

8-K 001-38211 99.1 7/16/2019

10.14 Coleman Highline Office Lease by and between Roku, Inc.

and Cap Phase 1, LLC dated August 1, 2018 (1155 Coleman Ave)

10-Q 001-38211 10.26 8/10/2018

10.15 Coleman Highline Office Lease by and between Roku, Inc.

and Cap Oz 34, LLC dated August 1, 2018 (1173/1167/1161 Coleman Ave)

10-Q 001-38211 10.27 8/10/2018

10.16 First Amendment to Coleman Highline Office Lease by and between Roku, Inc.

and Cap Phase 1, LLC dated November 12, 2018 (1155 Coleman Ave)

10-K 001-38211 10.30 3/1/2019

10.17 First Amendment to Coleman Highline Office Lease by and between Roku, Inc.

and Cap Oz 34, LLC dated November 18, 2018 (1173/1167/1161 Coleman Ave)

10-K 001-38211 10.31 3/1/2019

10.18 Credit Agreement, dated as of February 19, 2019, by and among Roku, Inc., Morgan Stanley Senior Funding, Inc., as lender, issuing bank, administrative agent and collateral agent, and the other issuing banks and lenders party thereto from time to time

10-K 001-38211 10.32 3/1/2019

10.19 Assignment and Assumption of Lease, Landlord’s Consent and First Amendment of Lease, dated as of April 30, 2019, by and among Roku, Inc., 8x8, Inc.

and CAP Phase I, LLC

10-Q 001-38211 10.1 8/9/2019

10.20 Second Amendment to Coleman Highline Office Lease by and between Roku, Inc.

and Cap Phase 1, LLC dated April 30, 2019 (1155 Coleman Ave)

10-Q 001-38211 10.2 8/9/2019

10.21 Second Amendment to Coleman Highline Office Lease by and between Roku, Inc.

and Cap Oz 34, LLC dated April 30, 2019 (1173/1167/1161 Coleman Ave)

10-Q 001-38211 10.3 8/9/2019

10.22 Incremental Assumption and Amendment No.

1 to Credit Agreement, dated as of May 3, 2019, by and among Roku, Inc., Morgan Stanley Senior Funding, Inc., as administrative agent and issuing bank, and the other issuing banks and lenders party thereto from time to time

Equity Distribution Agreement, dated May 13, 2020, by and among Roku, Inc., Morgan Stanley & Co.

LLC and Citigroup Global Markets Inc.

List of Subsidiaries of Roku, Inc.

10-Q 001-38211 10.4 8/9/2019

21.1 List of Significant Subsidiaries of Roku, Inc.

23.1 Consent of Independent Registered Public Accounting Firm

Power of Attorney

24.1 Power of Attorney (included in signature page)

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Labels Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.INS Inline XBRL Instance Document X

101.SCH Inline XBRL Taxonomy Extension Schema Document X

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X

101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document X

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* These exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Roku, Inc.

* These exhibits are furnished with this Annual Report and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Roku, Inc.

under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings.

7 unchanged sentences

Chief Financial Officer

(Principal Financial Officer)

(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anthony Wood and Steve Louden, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Name Title Date

/s/ ANTHONY WOOD President, Chief Executive Officer and Chairman February 18, 2022

Anthony Wood (Principal Executive Officer)

/s/ STEVE LOUDEN

Chief Financial Officer February 18, 2022

Steve Louden (Principal Financial and Accounting Officer)

/s/ RAVI AHUJA

Director February 18, 2022

/s/ MAI FYFIELD

Director February 18, 2022

/s/ JEFFREY HASTINGS

Director February 18, 2022

Jeffrey Hastings

/s/ LAURIE SIMON HODRICK

Director February 18, 2022

Laurie Simon Hodrick

/s/ NEIL HUNT

Director February 18, 2022

/s/ GINA LUNA

Director February 18, 2022

/s/ RAY ROTHROCK

Director February 18, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures