Block, Inc. (NYSE: XYZ) investors back pay, auditor but reject tech panel

Rhea-AI Filing Summary

Block, Inc. reported results from its 2026 annual meeting of stockholders. Class A and Class B shares voted together, with 92.67% of the voting power represented, establishing a strong quorum. Four Class II director nominees were elected to serve until the 2029 annual meeting.

Stockholders cast 974,750,909 votes for and 21,495,833 against the advisory resolution approving compensation of named executive officers, indicating broad support for current pay practices. They also ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026, with 1,050,711,108 votes in favor.

A stockholder proposal to establish a board-level technology committee did not pass, receiving 39,387,499 votes for and 954,273,725 votes against. Other items included standard broker non-votes on matters where intermediaries lacked discretionary voting authority.

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

Voting power represented: 92.67% voting power Class A votes present: 454,508,867 votes Class B votes present: 597,846,410 votes +5 more

8 metrics

Voting power represented 92.67% voting power 2026 annual meeting quorum

Class A votes present 454,508,867 votes Class A common stock at 2026 annual meeting

Class B votes present 597,846,410 votes Class B common stock at 2026 annual meeting

Say-on-pay votes for 974,750,909 votes Advisory approval of executive compensation

Say-on-pay votes against 21,495,833 votes Advisory approval of executive compensation

Auditor ratification votes for 1,050,711,108 votes Ernst & Young LLP as 2026 auditor

Tech committee proposal votes for 39,387,499 votes Stockholder technology committee proposal

Tech committee proposal votes against 954,273,725 votes Stockholder technology committee proposal

Key Terms

broker non-votes, CHESS Depositary Interests, Class B common stock, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

"Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes"

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.

CHESS Depositary Interests financial

"Class A Common Stock (including the underlying shares represented by CHESS Depositary Interests (“CDIs”))"

CHESS depositary interests are tradable certificates used on the Australian settlement system that represent ownership of underlying foreign shares held by a custodian. They let investors buy and sell foreign-listed stocks on the local exchange as if they were domestic shares, simplifying trading, dividend collection and record-keeping, though they may involve custodian fees and can alter certain direct shareholder rights and tax treatments.

Class B common stock financial

"holders of the Company’s Class B common stock, par value $0.0000001 per share"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm for the Company’s fiscal year"

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.

board-level technology committee financial

"The stockholders did not approve the stockholder proposal to establish a board-level technology committee."

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Understanding 8-K Material Events →

false 0001512673 0001512673 2026-06-16 2026-06-16

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 16, 2026

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 16, 2026, Block, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). The stockholders of the Company voted on the following four 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 24, 2026:

1. To elect four Class II directors to serve until the 2029 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, 2026; and

4. To vote upon a proposal submitted by one of our stockholders regarding establishing a board-level technology committee.

Holders of the Company’s Class A common stock, par value $0.0000001 per share (the “Class A Common Stock”), were entitled to one vote on each proposal for each share held as of the close of business on April 20, 2026 (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 454,508,867 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 92.67% 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
Roelof Botha		869,045,360		127,444,544		55,865,373
Amy Brooks		826,229,959		170,259,945		55,865,373
Shawn Carter		920,349,217		76,140,687		55,865,373
James McKelvey		935,048,041		61,441,863		55,865,373

Each director-nominee was duly elected as a Class II director to serve until the Company’s 2029 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
974,750,909		21,495,833		243,162		55,865,373

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
1,050,711,108		1,205,435		438,734

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, 2026.

4. Vote on Stockholder Proposal to Establish Board-Level Technology Committee

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
39,387,499		954,273,725		2,828,680		55,865,373

The stockholders did not approve the stockholder proposal to establish a board-level technology committee.

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 18, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB