UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 1 | We have adopted a distributed work model and, therefore, have no formal headquarters. This address represents our “principal executive office,” which we are required to identify under the Securities and Exchange Commission rules. |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 18, 2024, Block, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). The stockholders of the Company voted on the following three proposals at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2024:
| 1. | To elect two Class III directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | To approve, on an advisory basis, the compensation of the Company’s named executive officers; and |
| 3. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024. |
Holders of the Company’s Class A common stock, par value $0.0000001 per share (the “Class A Common Stock”), were entitled to one vote on each proposal for each share held as of the close of business on April 22, 2024 (the “Record Date”), and holders of the Company’s Class B common stock, par value $0.0000001 per share (the “Class B Common Stock”), were entitled to ten votes on each proposal for each share held as of the close of business on the Record Date. The Class A Common Stock (including the underlying shares represented by CHESS Depositary Interests (“CDIs”)) and Class B Common Stock voted as a single class on all matters.
At the beginning of the Annual Meeting, there were 434,568,984 votes of Class A Common Stock (including votes of the Company’s CDIs) and 601,036,410 votes of Class B Common Stock present at the meeting in person or by proxy, together representing 89.06% of the voting power of the Company’s outstanding shares entitled to vote at the Annual Meeting, constituting a quorum.
The final voting results for each of these proposals are detailed below.
| 1. | Election of Directors |
| Nominee |
Votes For | Votes Withheld |
Broker Non-Votes |
|||||||||
| Randall Garutti |
840,783,307 | 119,854,237 | 74,972,831 | |||||||||
| Mary Meeker |
948,708,327 | 11,929,217 | 74,972,831 | |||||||||
Each director-nominee was duly elected as a Class III director to serve until the Company’s 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified.
| 2. | Advisory Vote on Compensation of Named Executive Officers |
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 939,399,385 | 20,783,583 | 454,576 | 74,972,831 |
The stockholders advised that they were in favor of the compensation of the Company’s named executive officers.
| 3. | Ratification of Appointment of Independent Registered Public Accounting Firm |
| Votes For |
Votes Against |
Votes Abstained | ||
| 1,033,493,000 | 1,594,743 | 522,632 |
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLOCK, INC. | ||
| /s/ Chrysty Esperanza | ||
| Chrysty Esperanza | ||
| Chief Legal Officer and Corporate Secretary | ||
Date: June 21, 2024