[8-K] Robinhood Markets, Inc. Reports Material Event

Rhea-AI Filing Summary

Robinhood Markets (Nasdaq: HOOD) filed a Form 8-K disclosing the results of its 2025 Annual Meeting held on June 25, 2025.

Shareholders re-elected all 10 directors, approved the non-binding say-on-pay with 1.54 billion votes for (≈97.9%) and ratified Ernst & Young LLP as auditor with 1.71 billion votes for (99.6%). No governance, capital structure or strategic changes were announced.

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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 25, 2025

Robinhood Markets, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40691

46-4364776

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

85 Willow Road

Menlo Park, CA 94025

(Address of principal executive offices) (Zip Code)

(844) 428-5411

(Registrant’s telephone number, including area code)

not applicable

(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:

☐						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, $0.0001 par value per share

HOOD

The Nasdaq Stock Market LLC

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.						☐

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

Annual Meeting of Stockholders

On June 25, 2025, Robinhood Markets, Inc. (the “Company” or “our”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”).

At the Annual Meeting, our stockholders voted on three proposals, each of which is described in more detail in our definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2025. Holders of Class A common stock were entitled to cast one vote for each share held as of the close of business on April 28, 2025 (the “Record Date”), and holders of Class B common stock were entitled to cast ten votes for each share held as of the close of business on the Record Date. Holders of Class A common stock and Class B common stock voted together as a single class on all matters at the Annual Meeting. At the close of business on the Record Date, 767,048,912 shares of Class A common stock and 115,374,807 shares of Class B common stock were outstanding and entitled to vote.

Set forth below are the matters voted on at the Annual Meeting and the final voting results on each matter.

Proposal One: Election of Directors

Our stockholders re-elected Vladimir Tenev, Baiju Bhatt, John Hegeman, Paula Loop, Meyer Malka, Christopher Payne, Jonathan Rubinstein, Susan Segal, Dara Treseder, and Robert Zoellick to the Company’s Board of Directors to serve until the 2026 annual meeting of stockholders. Voting results were as follows:

Nominee			Votes For			Votes Against			Abstentions			Broker Non-Votes
Vladimir Tenev			1,549,420,718			10,411,105			1,859,114			156,184,423
Baiju Bhatt			1,557,804,340			3,533,452			353,145			156,184,423
John Hegeman			1,560,794,383			355,846			540,708			156,184,423
Paula Loop			1,558,559,527			2,571,749			559,661			156,184,423
Meyer Malka			1,551,038,081			10,196,142			456,714			156,184,423
Christopher Payne			1,557,553,173			3,603,219			534,545			156,184,423
Jonathan Rubinstein			1,390,124,451			170,971,449			595,037			156,184,423
Susan Segal			1,554,197,957			6,950,141			542,839			156,184,423
Dara Treseder			1,449,500,690			111,656,104			534,143			156,184,423
Robert Zoellick			1,558,876,478			2,356,049			458,410			156,184,423

Proposal Two: Advisory Vote to Approve the Compensation of the Company's Named Executive Officers

Our stockholders approved, on an advisory basis, the 2024 compensation of the Company’s named executive officers. Voting results were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
1,538,717,458			22,346,385			627,094			156,184,423

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Proposal Three: Ratification of Appointment of the Company's Independent Registered Public Accounting Firm

Our stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Voting results were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
1,713,971,380			3,387,150			516,831			-

SIGNATURE

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.

						Robinhood Markets, Inc.
Date:			June 26, 2025			By:			/s/ Jason Warnick
									Name: Jason Warnick
									Title: Chief Financial Officer

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FAQ

What were the director election results at Robinhood's (HOOD) 2025 Annual Meeting?

All 10 nominees were re-elected; each received at least 1.39 billion votes for, with 156.2 million broker non-votes reported.

Did HOOD shareholders approve executive compensation in 2025?

Yes. The advisory say-on-pay proposal passed with 1,538,717,458 votes for, 22,346,385 against and 627,094 abstentions.

Who will audit Robinhood for fiscal 2025?

Ernst & Young LLP was ratified as independent auditor with 1,713,971,380 votes for, 3,387,150 against and 516,831 abstentions.

How many shares were entitled to vote at Robinhood's 2025 Annual Meeting?

As of the April 28, 2025 record date, 767,048,912 Class A and 115,374,807 Class B shares were outstanding and eligible.