Roku's CEO and other insiders will control 98 percent of the company's voting power even after its IPO

anthony wood

Roku may not have the same buzz as Google, Facebook or even Snap, but when it goes public, it plans to take a page from the books of those companies, creating an ownership structure that will give its CEO and other insiders outsized power.

Following its planned public offering, 98% of the voting power of Roku's stock will be controlled by executives, directors, employees and other insiders. Just by himself, company founder and CEO Anthony Wood will control 32% of the voting power of Roku's shares.

The voting power that will be held by Wood and the other insiders after the offering will limit "your ability to influence corporate matters," Roku warned prospective shareholders in a updated regulatory document filed with the Securities and Exchange Commission Monday. The company added that insiders "will have significant influence over our management and affairs and over all matters requiring stockholder approval, including election of directors and significant corporate transactions, such as a merger or other sale of Roku or our assets, for the foreseeable future."

The outsized control that will be held by Wood and other insiders is due to Roku creating a dual-class stock structure. After its public offering, Roku will have a set of Class A shares that will trade on the market among regular investors. Certain insiders, meanwhile, will have Class B shares. The only difference between the two is that each vote of a Class B share will be worth 10 votes of the company's Class A shares. That will allow insiders to exercise outsized control over the company even if and when their actual ownership stake declines.

That kind of ownership model is unusual, but it's become increasingly common, particularly among technology companies. Google, Facebook and Snap all have dual-class stock structures. But such an ownership model is unusual among electronics makers, particularly ones like Roku that are relatively small, participate in a competitive industry and have never made a profit.

Roku makes digital set-top boxes that allow users to stream Netflix, Hulu and thousands of other internet video channels. The company also licenses its software for use in smart TVs and traditional pay TV industry set-top boxes, and it sells advertising inside of its interface and some of the videos it streams.

In its updated filing on Monday, the company indicated it hoped to raise as much as $252 million in its public offering.

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