What changed in this filing

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Item 9A. Controls and Procedures

2023-02-16 compared with 2022-02-18 · 62 added, 33 removed, 162 unchanged (37% of the section changed)

2 unchanged sentences

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.

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.

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, 2022.

12 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

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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, 2022, of the Company and our report dated February 16, 2023, expressed an unqualified opinion on those financial statements.

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

19 unchanged sentences

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our year ended December 31, 2021.

The information required by this item is incorporated by reference to the information contained in the sections “Voting and Meeting Information,” “Board of Directors and Corporate Governance,” “Executive Officer Biographies,” and “Other Matters” in our definitive Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our year ended December 31, 2022 (our “Proxy Statement”).

Executive Compensation

The information required by this item is incorporated by reference to the information contained in the sections “Compensation Discussion and Analysis” and “Executive Compensation” in our Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required under Item 403 of Regulation S-K by this item is incorporated by reference to the information contained in the section “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement.

Equity Compensation Plan Information

The following table summarizes information about our equity compensation plans as of December 31, 2022.

Plan Category Number of securities to be issued

upon exercise of outstanding

options and awards Weighted-average exercise price

of outstanding options (1)

Number of securities remaining available for

future issuances under equity compensation plans

(excluding securities in column (a))

(in thousands, except per share amount)

Equity compensation plans approved by security holders (2) 14,384 $ 72.79 29,043

Equity compensation plans not approved by security holders — — —

Total 14,384 $ 72.79 29,043

(1) Restricted stock units have been excluded for purposes of computing weighted-average exercise prices in column (b) as they do not have an exercise price.

(2) The number of securities remaining available for future issuance in column (c) includes 23,954 shares (in thousands) of Class A common stock available for issuance under our 2017 Equity Incentive Plan (the “2017 Plan”) and 5,089 shares (in thousands) of Class A common stock available for issuance under our 2017 Employee Stock Purchase Plan.

The number of shares authorized for issuance under the 2017 Plan is subject to an annual increase.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to the information contained in the sections “Certain Relationships and Related Transactions” and “Director Independence” in our Proxy Statement.

Principal Accounting Fees and Services

Exhibits, Financial Statement Schedules

The information required by this item is incorporated by reference to the information contained in the section “Ratification of Selection of Independent Registered Public Accounting Firm” in our Proxy Statement.

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Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

6 unchanged sentences

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.

and Shareholder Representative Services LLC, as Stockholder Representative and Amendment No.

1 to Agreement and Plan of Merger, dated November 8, 2019, by and among Roku, Inc., Delaware Acquisition Company, Inc., dataxu, Inc.

and Shareholder Representative Services LLC, as Stockholder Representative

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

Exhibit Filing Date Filed Herewith

3.1 Amended and Restated Certificate of Incorporation

16 unchanged sentences

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

10-K 001-38211 10.4 2/18/2022

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

10-K 001-38211 10.5 2/18/2022

10.6 + Executive Supplemental Stock Option Program Enrollment Form

13 unchanged sentences

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

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

10.12 + Offer Letter, by and between Roku, Inc.

and Charles Collier, dated September 16, 2022

10.13 + Roku, Inc.

4 unchanged sentences

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

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

1 unchanged sentence

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

10.16 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

10.17 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.

1 unchanged sentence

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)

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10.18 Third Amendment to Coleman Highline Office Lease by and between Roku, Inc.

and Cap Phase 1, LLC dated September 29, 2020 (1155 Coleman Ave)

10-Q 001-38211 10.1 4/29/2022

10.19 Fourth Amendment to Coleman Highline Office Lease by and between Roku, Inc.

and BCORE Coleman Owner LLC dated April 8, 2022 (1155 Coleman Ave)

10-Q 001-38211 10.3 4/29/2022

10.20 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

10.21 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

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

1 unchanged sentence

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

10.23 Third Amendment to Coleman Highline Office Lease by and between Roku, Inc.

and Cap Oz 34, LLC dated June 4, 2020 (1173/1167/1161 Coleman Ave)

10-Q 001-38211 10.2 4/29/2022

10.24 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

10.25 Incremental Assumption and Amendment No.

3 unchanged sentences

23.1 Consent of Independent Registered Public Accounting Firm

24.1 Power of Attorney (included in signature page)

24.1 Power of Attorney (included in the signature page of th is Annual Report on F orm 10-K )

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

15 unchanged sentences

Form 10-K Summary

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 16 th day of February 2023.

4 unchanged sentences

Chief Financial Officer

(Principal Financial and Accounting Officer)

(Principal Financial Officer)

/s/ Matthew Banks

Matthew Banks

Vice President, Corporate Controller and Chief Accounting Officer

(Principal Accounting Officer)

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POWER OF ATTORNEY

6 unchanged sentences

Chief Financial Officer February 16, 2023

Steve Louden (Principal Financial and Accounting Officer)

Steve Louden (Principal Financial Officer)

/s/ MATTHEW BANKS Vice President, Corporate Controller and Chief Accounting Officer February 16, 2023

Matthew Banks (Principal Accounting Officer)

/s/ RAVI AHUJA

15 unchanged sentences

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