GoPro Inc-A 2024年度报告

April 22, 2025 Dear Stockholders: You are cordially invited to attend the 2025 Annual Meeting of Stockholders of GoPro, Inc., which will be heldvirtually on Tuesday, June 3, 2025 at 11:30 a.m. (Pacific Time).The virtual Annual Meeting can be accessedby visitingwww.virtualshareholdermeeting.com/GPRO2025, where you will be able to listen to the meetinglive, submit questions and vote online. We believe that a virtual stockholder meeting provides greater accessto those who may want to attend and therefore have chosen this over an in-person meeting. Thematters expected to be acted upon at the virtual Annual Meeting are described in detail in theaccompanying Notice of Annual Meeting of Stockholders and Proxy Statement. Your vote is important. Whether or not you plan to attend the meeting, please cast your vote as soon aspossible by Internet or telephone, or by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure yourrepresentation at the Annual Meeting regardless of whether you attend the virtual meeting or not. Returningthe proxy does not deprive you of your right to attend the meeting and to vote your shares at the virtualmeeting. We look forward to your attendance at our virtual Annual Meeting. Sincerely, Nicholas WoodmanChief Executive Officer IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FORTHE STOCKHOLDER MEETING TO BE HELD ON JUNE 3, 2025 AT 11:30 A.M. (PACIFIC TIME):THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE ATwww.proxyvote.com GOPRO, INC.3025 Clearview WaySan Mateo, California 94402 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Our Stockholders: NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders of GoPro, Inc. will be held virtually onTuesday,June 3,2025,at 11:30 a.m.(Pacific Time).The virtual Annual Meeting can be accessed by visitingwww.virtualshareholdermeeting.com/GPRO2025, where you will be able to listen to the meeting live, submit questionsand vote online. We are holding the meeting for the following purposes, which are more fully described in the accompanying proxystatement: 1.To elect seven directors, five of whom are currently serving on our board of directors (the "Board"), each toserve until the next 2026 annual meeting of stockholders and until his or her successor has been elected and qualified, oruntil his or her earlier death, resignation, or removal. Nicholas WoodmanEmily S. Culp HogueShaz KahngSusan LyneTyrone Ahmad-TaylorMichael C. DennisonMiguel A. Lopez Ben 2.To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accountingfirm for the year ending December 31, 2025. 3.To hold a non-binding, advisory vote on the resolution to approve executive compensation. In addition, stockholders may be asked to consider and vote upon such other business as may properly come before themeeting or any adjournment or postponement of the meeting. Only stockholders of record at the close of business on April 8, 2025 are entitled to notice of, and to vote at, the virtualmeeting and any adjournments or postponements thereof. For ten days prior to the meeting, a complete list of thestockholders entitled to vote at the virtual meeting will be available for examination by any stockholder for any purposegermane to the meeting during ordinary business hours at our headquarters. Your vote as a GoPro, Inc. stockholder is very important. Each share of GoPro Class A common stock that you ownrepresents one vote and each share of GoPro Class B common stock that you own represents ten votes. For questionsregarding your stock ownership, contact your brokerage firm or other entity that holds your shares or, if you are aregistered holder, our transfer agent, Equiniti Trust Company, LLC, by calling (800) 937-5449, by writing to 48 Wall Street,23rd Floor, New York, New York, 10043 or by e-mailing HelpAST@equiniti.com. By Order of the Board of Directors, Nicholas WoodmanChief Executive OfficerSan Mateo, CaliforniaApril 22, 2025 YOUR VOTE IS IMPORTANT WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, WE ENCOURAGE YOU TO VOTEAND SUBMIT YOUR PROXY BY INTERNET, BY TELEPHONE OR BY MAIL. FOR ADDITIONAL INSTRUCTIONSON VOTING BY TELEPHONE OR THE INTERNET, PLEASE REFER TO YOUR PROXY CARD. TO VOTE ANDSUBMIT YOUR PROXY BY MAIL, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD ANDRETURN IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE VIRTUAL ANNUAL MEETING, YOU MAYREVOKE YOUR PROXY AND VOTE VIA THE VIRTUAL MEETING WEBSITE. IF YOU HOLD YOUR SHARESTHROUGH AN ACCOUNT WITH A BROKERAGE FIRM, BANK OR OTHER NOMINEE, PLEASE FOLLOW THEINSTRUCTIONS YOU RECEIVE FROM YOUR ACCOUNT MANAGER TO VOTE YOUR SHARES. GOPRO, INC.PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERSTable of Contents INFORMATION ABOUT SOLICITATION AND VOTING...........................................................................