Current Report · Items 5.03, 5.07, 9.01 · 8-K
Root, Inc.
ROOTNASDAQEQUITYCurrent
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The 2026 Annual Meeting of Stockholders of Root, Inc. (the “Company”) was held on June 3, 2026 (the “2026 Annual Meeting”), at which the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate”) to eliminate the monetary liability of certain…
Disclosure sections
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The 2026 Annual Meeting of Stockholders of Root, Inc. (the “Company”) was held on June 3, 2026 (the “2026 Annual Meeting”), at which the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate”) to eliminate the monetary liability of certain officers in circumstances similar to the protections that the Certificate already affords to members of the Company’s Board of Directors, as permitted by Delaware law (the “Proposed Amendment”).
The Proposed Amendment is described in detail under “Proposal 4 - Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation to Allow for Exculpation of Certain Officers” of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2026 (the “2026 Proxy Statement”). The description of the Proposed Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment to Amended and Restated Certificate of Incorporation of Root, Inc. (the “Certificate Amendment”), which is filed as Exhibit 3.1 hereto and incorporated herein by reference. The Certificate Amendment became effective upon its filing with the Secretary of State of the State of Delaware on June 4, 2026.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
The following are the voting results on proposals considered and voted upon at the 2026 Annual Meeting.
1. Election of Class III Directors
The stockholders elected each of Lawrence Hilsheimer, Alexander Timm and Douglas Ulman as Class III directors, each to serve terms expiring on the date of the Company's 2029 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
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Lawrence Hilsheimer 24,496,159 1,902,619 11,835 3,605,582
Alexander Timm 25,543,235 853,515 13,863 3,605,582
Douglas Ulman 23,809,917 2,588,153 12,543 3,605,582
2. Ratification of Independent Auditor for 2026
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the year ending December 31, 2026, by the following votes:
Votes For Votes Against Abstentions
──────────────────────────────────────────────────
29,857,571 133,613 25,011
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
────────────────────────────────────────────────────────────────────────
22,550,967 3,842,883 16,763 3,605,582
4. Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Allow for the Exculpation of Certain Officers
The stockholders approved the Amendment to the Company's Amended and Restated Certificate of Incorporation to Allow for the Exculpation of Certain Officers by the following votes:
Votes For Votes Against Abstentions Broker Non-Votes
────────────────────────────────────────────────────────────────────────
22,990,364 3,404,961 15,288 3,605,582