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Form 8-K Block, Inc. For: Jun 14

June 17, 2022 4:32 PM EDT

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8-K
Class A Common Stock, $0.0000001 par value per share 00000 0001512673 false 0001512673 2022-06-14 2022-06-14

 

 

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 14, 2022

 

 

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.)

Not Applicable1

(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 do not designate a headquarters location as we have adopted a distributed work model.

 

 

 


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

On June 14, 2022, Block, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). The stockholders of the Company voted on the following five 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 28, 2022:

 

  1.

To elect two Class I directors to serve until the 2025 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;

 

  3.

To approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers;

 

  4.

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, 2022; and

 

  5.

To vote upon a proposal submitted by one of the Company’s stockholders regarding a change in stockholder voting.

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 21, 2022 (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, present in person or by proxy were holders of 399,824,002 shares of Class A Common Stock (including holders of the Company’s CDIs) and 61,103,641 shares of Class B Common Stock, together representing 89% of the combined voting power of all issued and outstanding shares of Class A Common Stock and Class B Common Stock 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

Jack Dorsey

  868,012,880   63,822,822   79,024,710

Paul Deighton

  843,110,376   88,725,326   79,024,710

Each director-nominee was duly elected as a Class I director to serve until the Company’s 2025 annual meeting of stockholders and until his successor is duly elected and qualified.

 

2.

Advisory Vote on Compensation of Named Executive Officers

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

917,287,237

  13,795,648   752,817   79,024,710

The stockholders advised that they were in favor of the compensation of the Company’s named executive officers.

 

3.

Advisory Vote on Frequency of Future Stockholder Advisory Votes on Compensation of Named Executive Officers

 

One Year

 

Two Years

 

Three Years

 

Votes Abstained

 

Broker Non-Votes

928,590,330

 

261,683

 

2,474,426

 

509,263

 

79,024,710


The stockholders advised that they were in favor of one year as the frequency of holding future stockholder advisory votes on the compensation of the Company’s named executive officers. In accordance with the voting results for this proposal, the board of directors of the Company has determined that the Company will hold future stockholder advisory votes on the compensation of the Company’s named executive officers every year. The next required advisory vote on the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers will take place no later than at the Company’s 2028 annual meeting of stockholders.

 

4.

Ratification of Appointment of Independent Registered Public Accounting Firm

 

Votes For

 

Votes Against

 

Votes Abstained

1,009,847,565

  775,368   237,479

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, 2022.

 

5.

Stockholder Proposal Regarding a Change in Stockholder Voting

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

260,042,860

  670,888,261   904,581   79,024,710

The stockholders rejected the proposal regarding a change in stockholder voting.


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.
By  

/s/ Sivan Whiteley

  Sivan Whiteley
  Chief Legal Officer and Corporate Secretary

Date: June 17, 2022



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