Robinhood (NASDAQ: HOOD) holders re-elect board and ratify EY auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Robinhood Markets, Inc. held its 2026 annual stockholder meeting on June 2, 2026. Stockholders re-elected ten directors, including Vladimir Tenev and Baiju Bhatt, to serve until the 2027 annual meeting. An advisory vote approved 2025 compensation for the company’s named executive officers, and stockholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. Holders of Class A and Class B common stock voted together as a single class, with Class A shares carrying one vote and Class B shares carrying ten votes as of the April 8, 2026 record date.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay votes for: 1,512,304,895 votes Say-on-pay votes against: 21,260,133 votes Auditor ratification votes for: 1,673,927,030 votes +3 more

6 metrics

Say-on-pay votes for 1,512,304,895 votes Advisory approval of 2025 executive compensation

Say-on-pay votes against 21,260,133 votes Advisory approval of 2025 executive compensation

Auditor ratification votes for 1,673,927,030 votes Ratification of Ernst & Young LLP for fiscal 2026

Auditor ratification votes against 1,836,483 votes Ratification of Ernst & Young LLP for fiscal 2026

Votes for Vladimir Tenev 1,516,032,205 votes Election as director until 2027 annual meeting

Votes for Baiju Bhatt 1,529,875,425 votes Election as director until 2027 annual meeting

Key Terms

broker non-votes, advisory basis, independent registered public accounting firm, Record Date, +1 more

5 terms

broker non-votes financial

"Votes For | Votes Against | Abstentions | Broker Non-Votes 1,512,304,895 | 21,260,133 | 911,177 | 142,176,341"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"Our stockholders approved, on an advisory basis, the 2025 compensation of the Company’s named executive officers."

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Record Date financial

"as of the close of business on April 8, 2026 (the “Record Date”)"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."

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Understanding 8-K Material Events →

06/03/2026 - 04:06 PM

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 2, 2026

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.						☐

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

Annual Meeting of Stockholders

On June 2, 2026, Robinhood Markets, Inc. (the “Company” or “our”) held its 2026 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 22, 2026. Holders of Class A common stock were entitled to cast one vote for each share held as of the close of business on April 8, 2026 (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.

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 2027 annual meeting of stockholders. Voting results were as follows:


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Vladimir Tenev	1,516,032,205	16,283,549	2,160,452	142,176,341
Baiju Bhatt	1,529,875,425	3,988,937	611,844	142,176,341
John Hegeman	1,529,736,300	4,002,045	737,861	142,176,341
Paula Loop	1,528,306,597	5,412,651	756,957	142,176,341
Meyer Malka	1,528,741,308	4,972,387	762,511	142,176,341
Christopher Payne	1,528,763,693	4,922,966	789,547	142,176,341
Jonathan Rubinstein	1,391,197,660	142,524,705	753,841	142,176,341
Susan Segal	1,519,556,629	14,145,426	774,150	142,176,341
Dara Treseder	1,457,188,310	76,500,640	787,255	142,176,341
Robert Zoellick	1,457,398,884	76,317,163	760,159	142,176,341

Proposal Two: Advisory Vote to Approve the Compensation of Our Named Executive Officers

Our stockholders approved, on an advisory basis, the 2025 compensation of the Company’s named executive officers. Voting results were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
1,512,304,895	21,260,133	911,177	142,176,341

Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm

Our stockholders ratified the appointment of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Voting results were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
1,673,927,030	1,836,483	889,034	—

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 2, 2026	By:	/s/ Shiv Verma
			Name: Shiv Verma
			Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Robinhood (HOOD) shareholders decide at the 2026 annual meeting?

Shareholders re-elected ten directors, approved 2025 executive compensation on an advisory basis, and ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, at the June 2, 2026 annual meeting.

How did Robinhood (HOOD) shareholders vote on executive compensation for 2025?

Shareholders approved 2025 compensation for named executive officers on an advisory basis, with 1,512,304,895 votes for, 21,260,133 votes against, 911,177 abstentions, and 142,176,341 broker non-votes recorded in the results.

Which directors were re-elected to Robinhood (HOOD)’s board in 2026?

Ten directors were re-elected: Vladimir Tenev, Baiju Bhatt, John Hegeman, Paula Loop, Meyer Malka, Christopher Payne, Jonathan Rubinstein, Susan Segal, Dara Treseder, and Robert Zoellick, each to serve until the 2027 annual meeting of stockholders.

What were the voting rights of Robinhood (HOOD) Class A and Class B shares?

Holders of Class A common stock were entitled to one vote per share and holders of Class B common stock were entitled to ten votes per share, with both classes voting together as a single class as of the April 8, 2026 record date.

Which audit firm did Robinhood (HOOD) shareholders ratify for fiscal 2026?

Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 1,673,927,030 votes for, 1,836,483 votes against, and 889,034 abstentions and no broker non-votes.

Filing Exhibits & Attachments

3 documents