UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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