Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

As disclosed in Root, Inc.'s (the "Company") Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 28, 2022, the Company's Board of Directors did not renominate Luis von Ahn for reelection, and his term as a director of the Company expired on June 7, 2022 at the 2022 Annual Meeting of Stockholders.

Item 5.07 Submission of Matters to a Vote of Security Holders. The Company's 2022 Annual Meeting of Stockholders was held on June 7, 2022. The following are the voting results on proposals considered and voted upon at the 2022 Annual Meeting.

1.Election of Class II Directors

The stockholders elected each of Jerri DeVard, Nancy Kramer and Scott Maw as Class II directors, each to serve terms expiring on the date of the Company's 2025 Annual Meeting of Stockholders and until each such director's successor has been duly elected, or if sooner, until the director's death, resignation or removal, by the following votes:


                                                               Broker
                   Nominee          Votes For    Withheld    Non-Votes
                   Jerri DeVard    748,444,498   6,353,404   52,014,126
                   Nancy Kramer    750,229,641   4,568,261   52,014,126
                   Scott Maw       750,082,515   4,715,387   52,014,126

2.Ratification of Independent Auditor for 2022

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the year ending December 31, 2022, by the following votes:



                       Votes For     Votes Against    Abstentions
                      805,145,698       602,014        1,064,316

3.Approval, on an advisory basis, of named executive officer compensation

The stockholders approved, on an advisory basis, named executive officer compensation, by the following votes:



              Votes For     Votes Against    Abstentions     Broker Non-Votes
             751,351,401      2,777,597        668,904          52,014,126

4.Approval, on an advisory basis, of the frequency for future advisory votes to approve named executive officer compensation



The stockholders approved, on an advisory basis, one year as the frequency for
future advisory votes to approve named executive officer compensation, by the
following votes:
                                                           Broker
  One Year     Two Years   Three Years    Abstentions    Non-Votes
 752,990,732    226,455      565,183       1,015,532     52,014,126

The Company will hold advisory votes to approve named executive officer compensation every year.

--------------------------------------------------------------------------------

5.Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reverse split of the Company's Class A common stock and Class B common stock

The stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reverse split of the Company's Class A common stock and Class B common stock, by the following votes:



                       Votes For     Votes Against    Abstentions
                      796,350,712     10,296,128        165,188

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses