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    Robinhood Markets Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/26/25 4:04:25 PM ET
    $HOOD
    Investment Bankers/Brokers/Service
    Finance
    Get the next $HOOD alert in real time by email
    hood-20250625
    0001783879FALSE00017838792025-06-252025-06-25

    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 25, 2025

    Robinhood Markets, Inc.
    (Exact name of registrant as specified in its charter)
         
    Delaware 001-40691 46-4364776
         
    (State or other jurisdiction
    of incorporation)
     
    (Commission
    File Number)
     
    (IRS Employer
    Identification No.)
         
    85 Willow Road
    Menlo Park, CA 94025
    (Address of principal executive offices) (Zip Code)
    (844) 428-5411
    (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:
    ☐ 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 classTrading Symbol(s)Name of each exchange on which registered
    Class A Common Stock, $0.0001 par value per share
    HOODThe Nasdaq Stock Market LLC

    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. ☐
    1


    Item 5.07 Submission of Matters to a Vote of Security Holders.

    Annual Meeting of Stockholders

    On June 25, 2025, Robinhood Markets, Inc. (the “Company” or “our”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”).

    At the Annual Meeting, our stockholders voted on three proposals, each of which is described in more detail in our definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2025. Holders of Class A common stock were entitled to cast one vote for each share held as of the close of business on April 28, 2025 (the “Record Date”), and holders of Class B common stock were entitled to cast ten votes for each share held as of the close of business on the Record Date. Holders of Class A common stock and Class B common stock voted together as a single class on all matters at the Annual Meeting. At the close of business on the Record Date, 767,048,912 shares of Class A common stock and 115,374,807 shares of Class B common stock were outstanding and entitled to vote.

    Set forth below are the matters voted on at the Annual Meeting and the final voting results on each matter.

    Proposal One: Election of Directors

    Our stockholders re-elected Vladimir Tenev, Baiju Bhatt, John Hegeman, Paula Loop, Meyer Malka, Christopher Payne, Jonathan Rubinstein, Susan Segal, Dara Treseder, and Robert Zoellick to the Company’s Board of Directors to serve until the 2026 annual meeting of stockholders. Voting results were as follows:

    NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
    Vladimir Tenev
    1,549,420,71810,411,1051,859,114156,184,423
    Baiju Bhatt
    1,557,804,3403,533,452353,145156,184,423
    John Hegeman1,560,794,383355,846540,708156,184,423
    Paula Loop
    1,558,559,5272,571,749559,661156,184,423
    Meyer Malka
    1,551,038,08110,196,142456,714156,184,423
    Christopher Payne1,557,553,1733,603,219534,545156,184,423
    Jonathan Rubinstein
    1,390,124,451170,971,449595,037156,184,423
    Susan Segal
    1,554,197,9576,950,141542,839156,184,423
    Dara Treseder
    1,449,500,690111,656,104534,143156,184,423
    Robert Zoellick
    1,558,876,4782,356,049458,410156,184,423

    Proposal Two: Advisory Vote to Approve the Compensation of the Company's Named Executive Officers

    Our stockholders approved, on an advisory basis, the 2024 compensation of the Company’s named executive officers. Voting results were as follows:

    Votes ForVotes AgainstAbstentionsBroker Non-Votes
    1,538,717,45822,346,385627,094156,184,423




    2


    Proposal Three: Ratification of Appointment of the Company's Independent Registered Public Accounting Firm

    Our stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Voting results were as follows:

    Votes ForVotes AgainstAbstentionsBroker Non-Votes
    1,713,971,3803,387,150516,831-


    SIGNATURE

    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.
        
      Robinhood Markets, Inc.
        
    Date:June 26, 2025By:/s/ Jason Warnick
       Name: Jason Warnick
       Title: Chief Financial Officer

    3
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