Root, Inc.: Amendment to Amended and Restated Certificate of Incorporation to eliminate monetary liability of certain officers (effective 2026-06-04).
“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”
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.
“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”
Shareholder Votes
Root, Inc. shareholders approved Approval, on an advisory basis, of named executive officer compensation.
“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”
Shareholder Votes
Root, Inc. shareholders approved Ratification of Independent Auditor for 2026 at the 2026-12-31 meeting.
“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”
Shareholder Votes
Root, Inc. shareholders approved Election of Class III Directors.
“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”
Debt Financings
Root, Inc. incurred term loan of $200.0 million with The Huntington National Bank at ABR (as defined in the Credit Agreement) or Term SOFR (as defined in the Credit maturing May 4, 2029.
“On May 4, 2026, Root, Inc. (the “Company”) entered into that certain Credit Agreement (the “Credit Agreement”), by and among the Company, Caret Holdings, Inc., as borrower (the “Borrower”), the lenders from time to time party thereto and The Huntington National Bank, as the administrative agent. The Credit Agreement provides for a senior secured term loan of $200.0 million, the entire amount of which was funded on May 4, 2026.”
Earnings Releases
Root, Inc. reported the quarter ended March 31, 2026 results: net income $36 million.
“This is reflected in our results: • Delivered record profitability , nearly doubling net income year-over-year to $36 million”
Material Agreements
Root, Inc. terminated Existing Credit Agreement with Acquiom Agency Services, LLC, as administrative agent (effective 2026-05-04).
“Concurrently with the Closing of the Credit Agreement, the Company prepaid all of the outstanding term loans under its term loan agreement, dated as of January 26, 2022 (as amended, the “Existing Credit Agreement”), by and among the Company, Holdings, the other loan parties party thereto, the lenders party thereto and Acquiom Agency Services, LLC, as administrative agent.”
Material Agreements
Root, Inc. entered into Credit Agreement with The Huntington National Bank, as the administrative agent valued at $200.0 million (effective 2026-05-04).
“On May 4, 2026, Root, Inc. (the “Company”) entered into that certain Credit Agreement (the “Credit Agreement”), by and among the Company, Caret Holdings, Inc., as borrower (the “Borrower”), the lenders from time to time party thereto and The Huntington National Bank, as the administrative agent.”
Earnings Releases
Root, Inc. reported the quarter ended March 31, 2024 results: net income net loss of $6 million.
“On April 30, 2024, Root, Inc. (the "Company") announced its financial results for the quarter ended March 31, 2024”
Ryan Forish was appointed as Chief Accounting Officer at Root, Inc..
“On April 15, 2024, Ryan Forish, 41, was appointed Chief Accounting Officer of Root, Inc. (the “Company”).”
Earnings Releases
Root, Inc. reported financial results for the fourth quarter and the full fiscal year ended December 31, 2023.
“On February 21, 2024, Root, Inc. (the "Company") announced its financial results for the fourth quarter and the full fiscal year ended December 31, 2023 by issuing a letter to Shareholders (the "Letter").”
Earnings Releases
Root, Inc. reported the quarter ended September 30, 2023 results: net income a loss of $46 million.
“On November 1, 2023, Root, Inc. (the "Company") announced its financial results for the quarter ended September 30, 2023 by issuing a letter to Shareholders (the "Letter").”
Donna Dorsey was elected as Class I Director at Root, Inc..
“On October 26, 2023, the Board of Directors of Root, Inc. (the “Company”) elected Donna Dorsey, executive vice president and chief people officer of Navistar, Inc., a manufacturing company, to join the Board of Directors as a Class I director with a term expiring at the Company’s 2024 Annual Meeting.”
Earnings Releases
Root, Inc. reported Q2 2023 results: net income $37 million. Guidance reaffirmed.
“• Net loss improved 62% to $37 million, operating loss improved 71% to $25 million, and adjusted EBITDA improved 81% to a loss of $12 million compared with Q2 2022.”
Shareholder Votes
Root, Inc. shareholders approved Approval, on an advisory basis, of named executive officer compensation at the 2023-06-06 meeting.
“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 35,839,287 1,097,680 842,363 3,701,873”
Shareholder Votes
Root, Inc. shareholders approved Ratification of Independent Auditor for 2023 at the 2023-06-06 meeting.
“2. Ratification of Independent Auditor for 2023 The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the year ending December 31, 2023, by the following votes: Votes For Votes Against Abstentions 41,351,884 101,787 27,532”
Shareholder Votes
Root, Inc. shareholders approved Election of Class III Directors at the 2023-06-06 meeting.
“1. Election of Class III Directors The stockholders elected each of Alexander Timm, Lawrence Hilsheimer, and Douglas Ulman as Class III directors, each to serve terms expiring on the date of the Company's 2026 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 Alexander Timm 37,583,745 169,157 26,428 3,701,873 Lawrence Hilsheimer 37,502,626 244,460 32,244 3,701,873 Douglas Ulman 37,361,871 379,632 37,827 3,701,873”
Megan Binkley was appointed as Chief Financial Officer and Treasurer at Root, Inc..
“On May 12, 2023, Megan Binkley, 39, was appointed Chief Financial Officer and Treasurer of Root, Inc. (the “Company”).”
Earnings Releases
Root, Inc. reported financial results for quarter ended March 31, 2023.
“On May 3, 2023, Root, Inc. (the "Company") announced its financial results for the quarter ended March 31, 2023 by issuing a letter to Shareholders (the "Letter").”
Megan Binkley was named as interim Chief Financial Officer and Treasurer at Root, Inc..
“On March 1, 2023, Megan Binkley was named interim Chief Financial Officer and Treasurer of Root, Inc. (the “Company”), effective immediately.”
Robert Bateman departed as Chief Financial Officer and Treasurer at Root, Inc..
“On March 1, 2023, Robert Bateman was terminated for cause as an employee and Chief Financial Officer and Treasurer of the Company”
Earnings Releases
Root, Inc. reported financial results for FY 2022.
“announced its financial results for the fourth quarter and the full fiscal year ended December 31, 2022”
Earnings Releases
Root, Inc. reported Q4 2022 results: revenue $143 million.
“Gross premiums earned decreased 25% to $143 million”
Nick Shalek resigned as Director at Root, Inc..
“On November 23, 2022, Nick Shalek informed Root, Inc. (the 'Company') of his intention to resign from the Company's Board of Directors, and its Compensation Committee on which he had served as a member, effective immediately.”
Earnings Releases
Root, Inc. reported financial results for the quarter ended September 30, 2022.
“On November 9, 2022, Root, Inc. (the "Company") announced its financial results for the quarter ended September 30, 2022 by issuing a letter to Shareholders (the "Letter").”
Julie Szudarek was elected as Director at Root, Inc..
“On July 1, 2022, the Board of Directors of Root, Inc. (the “Company”) elected Julie Szudarek, chief executive officer of Atida, one of the largest online pharmacies in Europe, to join the Board of Directors as a Class I director with a term expiring at the Company’s 2024 Annual Meeting.”
Luis von Ahn departed as Director at Root, Inc..
“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.”
Elliot Geidt resigned as Director at Root, Inc..
“On May 9, 2022, Elliot Geidt informed Root, Inc. (the "Company") of his intention to resign from the Company's board of directors, and its Audit, Risk and Finance Committee on which he had served as a member, effective immediately.”
Robert Bateman was appointed as Chief Financial Officer at Root, Inc..
“On March 22, 2022, Root, Inc. (the “Company”) announced the appointment of Robert Bateman to serve as its Chief Financial Officer effective April 11, 2022.”
Beth Birnbaum was elected as Class I Director at Root, Inc..
“On February 28, 2022, the Board of Directors of Root, Inc. (the “Company”) elected Beth Birnbaum, former Chief Operating Officer at PlayFab, to join the Board of Directors as a Class I director with a term expiring at the Company’s 2024 Annual Meeting, effective March 1, 2022.”
Chris Olsen resigned as Director at Root, Inc..
“On November 18, 2021, Chris Olsen informed Root, Inc. (the "Company") of his intention to resign from the Company's board of directors, and its Nominating and Governance Committee on which he had served as a member, effective immediately.”
Daniel Rosenthal was appointed as Chief Revenue and Operating Officer at Root, Inc..
“the board of directors of Root, Inc. (the "Company") appointed Daniel Rosenthal, currently Chief Financial Officer of the Company, Chief Revenue and Operating Officer, effective September 20, 2021.”
Daniel Manges changed role as Chief Technology Officer at Root, Inc..
“effective June 21, 2021, Daniel Manges, Chief Technology Officer, agreed to transition out of his role”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.