--- schema_version: "secwatch.filing_event.v1" accession: "0001788882-26-000049" form_type: "8-K" ticker: "ROOT" cik: "0001788882" company_name: "Root, Inc." filed_at: "2026-06-08T20:03:00+00:00" generated_at: "2026-06-08T20:09:15.213591+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.35 confidence: "high" source: SEC EDGAR --- # Root stockholders approve officer exculpation amendment to certificate of incorporation ## Summary - Amendment to certificate to eliminate monetary liability for certain officers under Delaware law, effective June 4, 2026. - Votes: 22,990,364 for, 3,404,961 against, 15,288 abstentions, 3,605,582 broker non-votes. - All three Class III directors elected: Hilsheimer (24.5M for), Timm (25.5M for), Ulman (23.8M for). - Advisory vote on executive compensation approved (22.6M for); Deloitte ratified as auditor for 2026. ## SEC filing metadata - accession: 0001788882-26-000049 - form_type: 8-K - ticker: ROOT - cik: 0001788882 - company_name: Root, Inc. - filed_at: 2026-06-08T20:03:00+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.35 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1788882/000178888226000049/0001788882-26-000049-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1788882/000178888226000049/root-20260603.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001788882-26-000049 - JSON: https://secwatch.observer/filing/0001788882-26-000049.json - Plain text: https://secwatch.observer/filing/0001788882-26-000049.txt ## Key facts - Governance Changes Root, Inc.: Amendment to Amended and Restated Certificate of Incorporation to eliminate monetary liability of certain officers (effective 2026-06-04). - Change: charter amendment - Effective: 2026-06-04 source text: Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The 2026 Annual Meeting of Stockholders of Root, Inc. (the “Company”) was held on June 3, 2026 (the “2026 Annual Meeting”), at which the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate”) to eliminate the monetary liability of certain officers in circumstances similar to the protections that the Certificate already affords to members of the Company’s Board of Directors, as permitted by Delaware law (the “Proposed Amendment”). The Proposed Amendment is described in detail under “Proposal 4 - Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation to Allow for Exculpation of Certain Officers” of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2026 (the “2026 Proxy Statement”). The description of the Proposed Amendment is qualified in i evidence_url: https://www.sec.gov/Archives/edgar/data/1788882/000178888226000049/0001788882-26-000049-index.htm - Shareholder Votes Root, Inc. shareholders approved Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Allow for the Exculpation of Certain Officers. - Proposal: charter amendment - Outcome: passed source text: 4. Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Allow for the Exculpation of Certain Officers The stockholders approved the Amendment to the Company's Amended and Restated Certificate of Incorporation to Allow for the Exculpation of Certain Officers by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 22,990,364 3,404,961 15,288 3,605,582 evidence_url: https://www.sec.gov/Archives/edgar/data/1788882/000178888226000049/0001788882-26-000049-index.htm - Shareholder Votes Root, Inc. shareholders approved Approval, on an advisory basis, of named executive officer compensation. - Proposal: say on pay - Outcome: passed source text: 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 22,550,967 3,842,883 16,763 3,605,582 evidence_url: https://www.sec.gov/Archives/edgar/data/1788882/000178888226000049/0001788882-26-000049-index.htm - Shareholder Votes Root, Inc. shareholders approved Ratification of Independent Auditor for 2026 at the 2026-12-31 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-12-31 source text: 2. Ratification of Independent Auditor for 2026 The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the year ending December 31, 2026, by the following votes: Votes For Votes Against Abstentions 29,857,571 133,613 25,011 evidence_url: https://www.sec.gov/Archives/edgar/data/1788882/000178888226000049/0001788882-26-000049-index.htm - Shareholder Votes Root, Inc. shareholders approved Election of Class III Directors. - Proposal: director election - Outcome: passed source text: 1. Election of Class III Directors The stockholders elected each of Lawrence Hilsheimer, Alexander Timm and Douglas Ulman as Class III directors, each to serve terms expiring on the date of the Company's 2029 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: Nominee Votes For Votes Against Abstentions Broker Non-Votes Lawrence Hilsheimer 24,496,159 1,902,619 11,835 3,605,582 Alexander Timm 25,543,235 853,515 13,863 3,605,582 Douglas Ulman 23,809,917 2,588,153 12,543 3,605,582 evidence_url: https://www.sec.gov/Archives/edgar/data/1788882/000178888226000049/0001788882-26-000049-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.