01—Abstract
Summary
Summary of the 8-K filed June 21, 2024. Cited figures are marked; the original filing is the authoritative source.
Block, Inc. filed this Current Report on Form 8-K to report the voting results from its 2024 annual meeting of stockholders, held on June 18, 2024.
Stockholders elected two Class III directors, Randall Garutti and Mary Meeker, to serve until the 2027 annual meeting. They also approved, on an advisory basis, the compensation of the company's named executive officers and ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024. At the start of the meeting, 434,568,984 votes of Class A common stock (including votes of CDIs) and 601,036,410 votes of Class B common stock were present in person or by proxy.
The filing states these together represented 89.06%a of the voting power entitled to vote, which constituted a quorum. Class A holders had one vote per share and Class B holders had ten votes per share on each proposal, and the two classes voted as a single class. The say-on-pay proposal received 939,399,385 votes for, 20,783,583 against and 454,576 abstentions, with 74,972,831 broker non-votes.
The auditor ratification received 1,033,493,000 votes for, 1,594,743 against and 522,632 abstentions. The filing also notes that the company has adopted a distributed work model and therefore has no formal headquarters, and that the address listed is its principal executive office as required by SEC rules.
02—Key points
Key Highlights
- Stockholders held the 2024 annual meeting on June 18, 2024, with a quorum present representing 89.06% of the voting power entitled to vote.
- Randall Garutti received 840,783,307 votes for and 119,854,237 withheld; Mary Meeker received 948,708,327 votes for and 11,929,217 withheld. Both were elected as Class III directors to serve until the 2027 annual meeting.
- Stockholders approved, on an advisory basis, the compensation of the named executive officers, with 939,399,385 votes for and 20,783,583 against.
- Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 1,033,493,000 votes for and 1,594,743 against.
- Class B common stock carried ten votes per share on each proposal, while Class A common stock carried one vote per share, and the two classes voted together as a single class.
- The company states it operates under a distributed work model with no formal headquarters; the listed address is its principal executive office for SEC purposes.
03—Questions
Frequently Asked Questions
Who was elected to the board at the 2024 annual meeting?
Randall Garutti and Mary Meeker were elected as Class III directors. Each will serve until the 2027 annual meeting of stockholders and until a successor is duly elected and qualified.
Did stockholders support the executive compensation proposal?
Yes. The advisory say-on-pay proposal received 939,399,385 votes for, 20,783,583 against and 454,576 abstentions, with 74,972,831 broker non-votes. The filing states stockholders advised that they were in favor of the compensation of the named executive officers.
Which auditor did stockholders ratify for fiscal 2024?
Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 1,033,493,000 votes for, 1,594,743 against and 522,632 abstentions.
How do voting rights differ between the company's stock classes?
Holders of Class A common stock, including shares represented by CHESS Depositary Interests, were entitled to one vote per share, and holders of Class B common stock were entitled to ten votes per share on each proposal, based on holdings as of the April 22, 2024 record date. The two classes voted as a single class on all matters.
04—Continue