SEC Form 8-K filed by Block Inc.

 

 

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 18, 2024

 

Block, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-37622		80-0429876
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1955 Broadway, Suite 600

Oakland, CA 956121

(Address of principal executive offices, including zip code)

(415) 375-3176

(Registrant’s telephone number, including area code)

N/A

(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 Instruction 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, $0.0000001 par value per share		SQ		New York Stock Exchange

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	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.

 

Date: June 21, 2024