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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.
−Removed: Our assessment excluded internal controls over financial reporting of dataxu, Inc.
−Removed: which was acquired on November 8, 2019 and whose total assets represent approximately 6.1% and total revenues represent approximately 1.5% of our consolidated financial statement amounts as of and for the year ended December 31, 2019.
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, 2020.
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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, 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.
−Removed: 2016-02, Leases (Topic 842) , and the Company’s change in method of accounting for revenue in fiscal year 2018 due to the adoption of Accounting Standards Update No.
−Removed: 2014-09, Revenue from Contracts with Customers (Topic 606).
−Removed: As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at dataxu, Inc., which was acquired on November 8, 2019, whose total assets represent approximately 6.1% and total revenues represent approximately 1.5% of the consolidated financial statement amounts of the Company as of and for the year ended December 31, 2019.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at dataxu, Inc.
+Added: 2016-02, Leases (Topic 842).
Basis for Opinion
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Other Information
−Removed: Based on the elections made by our named executive officers, our Compensation Committee of our Board of Directors has established the annual salaries and monthly stock option allocations for 2020 under the terms of our Executive Supplemental Stock Option Program for our named executive officers as follows:
−Removed: Annual Salary
−Removed: Annual Stock Option Allocation Amount
−Removed: Monthly Stock Option Allocation Amount
−Removed: President and Chief Executive Officer
−Removed: The number of options granted is determined by the following formula:
−Removed: (i) the monthly dollar amount by which the officer has elected to reduce their annual base salary, divided by (ii) the quotient of (x) the closing price of our Class A common stock as reported by The Nasdaq Global Select Market on the date of grant and (y) 2.9.
−Removed: Each monthly grant is made on the first trading day of the month (contingent upon the officer’s continued service as of that date), is fully vested on the grant date and will have an exercise price equal to the closing price of our Class A common stock as reported by The Nasdaq Global Select Market on the date of grant.
−Removed: The options are subject to the terms and conditions of the Company’s 2017 Plan and will be administered on a non-discretionary basis without further action by our Compensation Committee.
−Removed: These stock options are exercisable for up to ten years following the date of grant regardless of the employment status of the officer.
Directors, Executive Officers and Corporate Governance
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Description of Securities.
−Removed: Amended and Restated Investor Rights Agreement, by and among Roku, Inc.
−Removed: and the investors listed on Exhibit A thereto, dated November 9, 2015 .
−Removed: Amendment to the Amended and Restated Investor Rights Agreement, dated March 6, 2017 .
2008 Equity Incentive Plan .
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Forms of Option Agreement and Option Grant Notice under 2017 Equity Incentive Plan.
−Removed: 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 (Non-Employee Directors) .
Forms of Option Grant Notice and Option Agreement under 2017 Equity Incentive Plan (Non-Employee Directors) .
+Added: Forms of Restricted Stock Unit Grant Notice and Award Agreement under 2017 Equity Incentive Plan (Employees).
+Added: Forms of Restricted Stock Unit Grant Notice and Award Agreement under 2017 Equity Incentive Plan.
+Added: Forms of Option Grant Notice and Award Agreement under 2017 Equity Incentive Plan.
+Added: Forms of Stock Option Grant Notice and Option Agreement Under 2017 Equity Incentive Plan (Non-Employee Directors Initial Award) .
+Added: Forms of Stock Option Grant Notice and Option Agreement Under 2017 Equity Incentive Plan (Non-Employee Directors Annual Award) .
+Added: Forms of Restricted Stock Unit Grant Notice and Award Agreement Under 2017 Equity Incentive Plan (Non-Employee Directors) .
Executive Supplemental Stock Option Program 2021 Enrollment Form.
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Employment Terms Agreement, by and between Roku, Inc.
−Removed: and Charles Smith, dated August 27, 2012 .
−Removed: Employment Terms Agreement, by and between Roku, Inc.
and Scott Rosenberg, dated October 30, 2012 .
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Amended and Restated Severance Benefit Plan .
−Removed: Sublease for 170/180 Knowles Drive, by and between Roku, Inc.
−Removed: and Netflix, Inc., dated August 18, 2015 .
−Removed: Sublease for 100 Winchester Circle, by and between Roku, Inc.
−Removed: and Netflix, Inc., dated August 18, 2015 .
−Removed: Sublease for 150 Winchester Circle, by and between Roku, Inc.
−Removed: and Netflix, Inc., dated August 18, 2015 .
Coleman Highline Office Lease by and between Roku, Inc.
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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 .
−Removed: Assignment and Assumption of Lease, Landlord’s Consent and First
−Removed: Amendment of Lease, dated as of April 30, 2019, by and among Roku, Inc., 8x8, Inc.
+Added: 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 .
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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 .
+Added: Equity Distribution Agreement, dated May 13, 2020, by and among Roku, Inc., Morgan Stanley & Co.
+Added: LLC and Citigroup Global Markets Inc.
List of Subsidiaries of Roku, Inc.
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Inline XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Definition.
−Removed: Inline XBRL Taxonomy Extension Label Linkbase
+Added: Inline XBRL Taxonomy Extension Definition Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Labels Linkbase Document.
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
+Added: 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.
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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.