root-20250604
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2025
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ROOT, INC.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | 001-39658 | 84-2717903 | ||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
80 E. Rich Street, Suite 500 Columbus, Ohio | 43215 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(866) 980-9431
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A Common Stock, $0.0001 par value | ROOT | Nasdaq Global Select Market | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company's 2025 Annual Meeting of Stockholders was held on June 4, 2025. The following are the voting results on proposals considered and voted upon at the 2025 Annual Meeting.
1.Election of Class II Directors
The stockholders elected each of Jerri DeVard and Nancy Kramer as Class II directors, each to serve terms expiring on the date of the Company's 2028 Annual Meeting of Stockholders and until each such director's successor has been duly elected, or if sooner, until the director's death, resignation or removal, by the following votes:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| Jerri DeVard | 29,029,141 | 1,556,216 | 103,235 | 3,574,162 | ||||||||||
| Nancy Kramer | 29,973,381 | 614,214 | 100,997 | 3,574,162 | ||||||||||
2.Ratification of Independent Auditor for 2025
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the year ending December 31, 2025, by the following votes:
| Votes For | Votes Against | Abstentions | ||||||
| 34,070,397 | 75,296 | 117,061 | ||||||
3.Approval, on an advisory basis, of named executive officer compensation
The stockholders approved, on an advisory basis, named executive officer compensation, by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 28,243,200 | 2,313,897 | 131,495 | 3,574,162 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ROOT, INC. | ||||||||
| Dated: June 6, 2025 | ||||||||
| By: | /s/ Megan Binkley | |||||||
| Megan Binkley | ||||||||
| Chief Financial Officer | ||||||||