Block, Inc. 8-K

What Happened
Block, Inc. filed an 8‑K on June 18, 2026 reporting the results of its June 16, 2026 annual meeting of stockholders. Four Class II director nominees — Roelof Botha, Amy Brooks, Shawn Carter and James McKelvey — were elected to serve until the 2029 annual meeting. Stockholders also approved the advisory vote on executive compensation, ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2026, and rejected a stockholder proposal to establish a board‑level technology committee. Holders of Class A common stock had one vote per share and Class B common stock had ten votes per share; the two classes voted as a single class. A quorum was present, representing 92.67% of the voting power.

Key Details

• Quorum and shares present: 454,508,867 votes of Class A and 597,846,410 votes of Class B represented (92.67% of voting power).
• Director elections (for / withheld / broker non‑votes):
  • Roelof Botha: 869,045,360 For; 127,444,544 Withheld; 55,865,373 Broker non‑votes.
  • Amy Brooks: 826,229,959 For; 170,259,945 Withheld; 55,865,373 Broker non‑votes.
  • Shawn Carter: 920,349,217 For; 76,140,687 Withheld; 55,865,373 Broker non‑votes.
  • James McKelvey: 935,048,041 For; 61,441,863 Withheld; 55,865,373 Broker non‑votes.
• Advisory vote on executive compensation (say‑on‑pay): 974,750,909 For; 21,495,833 Against; 243,162 Abstained; 55,865,373 Broker non‑votes.
• Ratification of auditor (Ernst & Young LLP): 1,050,711,108 For; 1,205,435 Against; 438,734 Abstained.
• Stockholder proposal to create a board‑level technology committee: 39,387,499 For; 954,273,725 Against; 2,828,680 Abstained; 55,865,373 Broker non‑votes (proposal failed).

Why It Matters
These results confirm board continuity (all four nominees elected) and investor support for the company’s executive pay program (advisory approval of compensation). Ratification of Ernst & Young LLP keeps the existing auditor in place for fiscal 2026. The rejection of the stockholder proposal means the board will not be required to form a separate technology committee at this time. Each outcome is material to governance and oversight but does not itself change the company’s operating results.