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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): June 6, 2023

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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

Nasdaq Global Select Market

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.

The Company's 2023 Annual Meeting of Stockholders was held on June 6, 2023. The following are the voting results on proposals considered and voted upon at the 2023 Annual Meeting.

1.Election of Class III Directors

The stockholders elected each of Alexander Timm, Lawrence Hilsheimer, and Douglas Ulman as Class III directors, each to serve terms expiring on the date of the Company's 2026 Annual Meeting of Stockholders and until each such director's successor has been duly elected, or if sooner, until the director's death, resignation or removal, by the following votes:

Nominee			Votes For			Votes Against			Abstentions			Broker Non-Votes
Alexander Timm			37,583,745			169,157			26,428			3,701,873
Lawrence Hilsheimer			37,502,626			244,460			32,244			3,701,873
Douglas Ulman			37,361,871			379,632			37,827			3,701,873

2.Ratification of Independent Auditor for 2023

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the year ending December 31, 2023, by the following votes:

Votes For			Votes Against			Abstentions
41,351,884			101,787			27,532

3.Approval, on an advisory basis, of named executive officer compensation

The stockholders approved, on an advisory basis, named executive officer compensation, by the following votes:

Votes For			Votes Against			Abstentions			Broker Non-Votes
35,839,287			1,097,680			842,363			3,701,873

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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: June 9, 2023
			By:			/s/ Megan Binkley
						Megan Binkley
						Chief Financial Officer and Treasurer