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0001788882FALSE00017888822024-06-052024-06-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
__________
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 5, 2024
__________
ROOT, INC.
(Exact name of Registrant as Specified in Its Charter)
__________
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)
__________
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 2024 Annual Meeting of Stockholders was held on June 5, 2024. The following are the voting results on proposals considered and voted upon at the 2024 Annual Meeting.

1.Election of Class I Directors
The stockholders elected each of Beth Birnbaum, Donna Dorsey and Julie Szudarek as Class I directors, each to serve terms expiring on the date of the Company's 2027 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
Beth Birnbaum 38,744,858 711,188 74,557 3,335,981
Donna Dorsey 39,378,832 77,446 74,325 3,335,981
Julie Szudarek 38,994,379 462,155 74,069 3,335,981

2.Ratification of Independent Auditor for 2024
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the year ending December 31, 2024, by the following votes:
Votes For Votes Against Abstentions
42,752,307 12,208 102,069
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
38,321,010 1,088,713 120,880 3,335,981






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 10, 2024
By: /s/ Megan Binkley
Megan Binkley
Chief Financial Officer