[8-K] Block, Inc. Reports Material Event

Rhea-AI Filing Summary

Block reported key outcomes from its 2025 Annual Meeting held on June 17, with 86.52% of voting power represented. Shareholders voted on five significant proposals:

• Board Elections: Three Class I directors were elected to serve until 2028: Jack Dorsey (905.7M votes for), Paul Deighton (884.2M votes for), and Neha Narula (801.4M votes for)
• Executive Compensation: Approved with 917.7M votes in favor
• Auditor Appointment: Ernst & Young LLP ratified as independent auditor with overwhelming support (1B votes for)
• 2025 Equity Incentive Plan: Approved with 769.2M votes in favor
• Employee Stock Purchase Plan: Amended and restated plan approved with strong support (934.4M votes in favor)

The meeting demonstrated strong shareholder engagement and broad support for management proposals, particularly for executive compensation and the employee stock purchase plan. The voting results reflect continued confidence in Block's leadership and governance structure.

Positive

• Strong shareholder support demonstrated with 86.52% voting power participation in the Annual Meeting
• CEO Jack Dorsey received overwhelming approval with 905,775,821 votes (96% approval) for his re-election as director
• Executive compensation received strong shareholder endorsement with 917,712,092 votes in favor (97.4% approval)
• New 2025 Equity Incentive Plan approved, enabling continued talent retention and alignment with shareholder interests

Negative

• Significant opposition to the 2025 Equity Incentive Plan with 171,645,010 votes against (18.2% of votes cast), indicating some shareholder concerns about potential dilution
• Director Neha Narula faced notable opposition with 140,281,506 votes withheld (14.9% of votes cast), suggesting some governance concerns

Insights

Corporate Governance Expert

Block's shareholders approved new equity plans and re-elected directors, with varying support levels indicating general alignment with management's proposals.

Block's 8-K filing details the results of their 2025 Annual Meeting where shareholders approved all five proposals with solid majorities. The 2025 Equity Incentive Plan passed with 82% approval (769M votes for vs. 171M against), representing the most contested item on the ballot. This suggests some shareholder concerns, likely regarding potential dilution, though not enough to derail the plan. In contrast, the Amended and Restated 2015 Employee Stock Purchase Plan received overwhelming support with 99% approval (934M votes for vs. 6.4M against).

The director elections showed interesting voting patterns. While all three nominees secured their board seats, support varied significantly. Jack Dorsey received the strongest backing with just 3.8% of votes withheld, while Paul Deighton had 6.1% withheld. Most notably, Neha Narula faced more significant opposition with 14.9% of votes withheld. These results, while still reflecting majority support, highlight differing shareholder perspectives on board composition.

The advisory vote on executive compensation passed comfortably with 97.5% support, indicating strong shareholder alignment with Block's compensation practices. The dual-class voting structure remains significant in these outcomes, with Class B shares carrying ten times the voting power of Class A shares. With 86.52% of total voting power represented at the meeting, these governance decisions reflect the views of a substantial majority of Block's voting power.

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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 17, 2025

Block, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-37622		80-0429876
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1955 Broadway, Suite 600

Oakland, CA 95612¹

(Address of principal executive offices, including zip code)

(415) 375-3176

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

☐ 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, $0.0000001 par value per share		XYZ		New York Stock Exchange

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 ☐

¹  We have adopted a distributed work model and, therefore, have no formal headquarters. This address represents our “principal executive office,” which we are required to identify under the Securities and Exchange Commission rules.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As indicated below, on June 17, 2025, the stockholders of Block, Inc. (the “Company”) approved the Block, Inc. 2025 Equity Incentive Plan, including the reservation of shares of the Company’s Class A common stock, par value $0.0000001 per share (the “Class A Common Stock”), for issuance thereunder, and the Block, Inc. Amended and Restated 2015 Employee Stock Purchase Plan. The Company’s board of directors previously approved the Block, Inc. 2025 Equity Incentive Plan and the Block, Inc. Amended and Restated 2015 Employee Stock Purchase Plan subject to stockholder approval.

Summaries of the Block, Inc. 2025 Equity Incentive Plan and the Block, Inc. Amended and Restated 2015 Employee Stock Purchase Plan are set forth in the Company’s definitive proxy statement for its 2025 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 25, 2025.

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

On June 17, 2025, the Company held its 2025 annual meeting of stockholders (the “Annual Meeting”). The stockholders of the Company voted on the following five proposals at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2025:

1. To elect three Class I directors to serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified;

2. To approve, on an advisory basis, the compensation of the Company’s named executive officers;

3. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025;

4. To approve the Block, Inc. 2025 Equity Incentive Plan; and

5. To approve the Block, Inc. Amended and Restated 2015 Employee Stock Purchase Plan.

Holders of the Company’s Class A Common Stock were entitled to one vote on each proposal for each share held as of the close of business on April 21, 2025 (the “Record Date”), and holders of the Company’s Class B common stock, par value $0.0000001 per share (the “Class B Common Stock”), were entitled to ten votes on each proposal for each share held as of the close of business on the Record Date. The Class A Common Stock (including the underlying shares represented by CHESS Depositary Interests (“CDIs”)) and Class B Common Stock voted as a single class on all matters.

At the beginning of the Annual Meeting, present in person or by proxy were stockholders representing 402,392,097 votes of Class A Common Stock (including votes of the Company’s CDIs) and 597,846,410 votes of Class B Common Stock, together representing 86.52% of the voting power of the Company’s outstanding shares entitled to vote at the Annual Meeting, constituting a quorum.

The final voting results for each of these proposals are detailed below.

1. Election of Directors

Nominee		Votes For				Votes Withheld				Broker Non-Votes
Jack Dorsey			905,775,821				35,931,021				67,976,578
Paul Deighton			884,252,608				57,454,234				67,976,578
Neha Narula			801,425,336				140,281,506				67,976,578

Each director-nominee was duly elected as a Class I director to serve until the Company’s 2028 annual meeting of stockholders and until his or her successor is duly elected and qualified.

2. Advisory Vote on Compensation of Named Executive Officers

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
917,712,092		23,009,095		985,655		67,976,578

The stockholders advised that they were in favor of the compensation of the Company’s named executive officers.

3. Ratification of Appointment of Independent Registered Public Accounting Firm

Votes For		Votes Against		Votes Abstained
1,004,542,945		4,009,683		1,130,792

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025.

4. Approval of the Block, Inc. 2025 Equity Incentive Plan

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
769,264,245		171,645,010		797,587		67,976,578

The stockholders approved the Block, Inc. 2025 Equity Incentive Plan.

5. Approval of the Block, Inc. Amended and Restated 2015 Employee Stock Purchase Plan

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
934,471,397		6,465,038		770,407		67,976,578

The stockholders approved the Block, Inc. Amended and Restated 2015 Employee Stock Purchase Plan.

SIGNATURES

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.

BLOCK, INC.
By:		/s/ Chrysty Esperanza
		Chrysty Esperanza
		Chief Legal Officer and Corporate Secretary

Date: June 20, 2025

FAQ

What were the voting results for Jack Dorsey's re-election as director of XYZ (Block) in June 2025?

Jack Dorsey received 905,775,821 votes in favor of his re-election as Class I director, with 35,931,021 votes withheld and 67,976,578 broker non-votes. He was successfully re-elected to serve until Block's 2028 annual meeting of stockholders.

Did XYZ stockholders approve the executive compensation package in the 2025 annual meeting?

Yes, Block (XYZ) stockholders approved the compensation of named executive officers with 917,712,092 votes in favor, 23,009,095 votes against, and 985,655 abstentions. There were 67,976,578 broker non-votes.

What was the outcome of XYZ's 2025 Equity Incentive Plan vote?

Block's (XYZ) 2025 Equity Incentive Plan was approved by stockholders with 769,264,245 votes in favor, 171,645,010 votes against, and 797,587 abstentions. There were 67,976,578 broker non-votes.

What was the total voting power represented at XYZ's 2025 annual meeting?

At Block's (XYZ) 2025 annual meeting, stockholders representing 86.52% of the voting power were present, consisting of 402,392,097 votes of Class A Common Stock and 597,846,410 votes of Class B Common Stock, constituting a quorum.

Who was appointed as XYZ's independent auditor for fiscal year 2025?

Ernst & Young LLP was ratified as Block's (XYZ) independent registered public accounting firm for fiscal year 2025, with 1,004,542,945 votes in favor, 4,009,683 votes against, and 1,130,792 abstentions.