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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2022

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ROOT, INC.

(Exact name of Registrant as Specified in Its Charter)

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Delaware			001-39658			84-2717903
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
80 E. Rich Street, Suite 500 Columbus, Ohio						43215
(Address of Principal Executive Offices)						(Zip Code)

(866) 980-9431

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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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 Instructions 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, $0.0001 par value

ROOT

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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 28, 2022, the Board of Directors of Root, Inc. (the “Company”) elected Beth Birnbaum, former Chief Operating Officer at PlayFab, to join the Board of Directors as a Class I director with a term expiring at the Company’s 2024 Annual Meeting, effective March 1, 2022. Ms. Birnbaum will be a member of the Board's Compensation Committee.

Ms. Birnbaum will participate in the Company's non-employee director compensation policy, which was filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

There were no arrangements or understandings between Ms. Birnbaum and any other persons pursuant to which Ms. Birnbaum was selected as a director. Ms. Birnbaum does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ROOT, INC.
Dated: March 1, 2022
			By:			/s/ Alexander Timm
						Alexander Timm
						Chief Executive Officer and Director