8-KThe WireRoutine
Shareholder Vote
Filed Jun 26, 2025 · 1y ago · Accession 0001783879-25-000195
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 25, 2025
Robinhood Markets, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-40691 46-4364776
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
85 Willow Road
Menlo Park , CA 94025
(Address of principal executive offices) (Zip Code)
( 844 ) 428-5411
(Registrant’s telephone number, including area code)
not applicable
(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:
☐ 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 per share
HOOD 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 5.07 Submission of Matters to a Vote of Security Holders.
Annual Meeting of Stockholders
On June 25, 2025, Robinhood Markets, Inc. (the “Company” or “our”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, our stockholders voted on three proposals, each of which is described in more detail in our definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2025. Holders of Class A common stock were entitled to cast one vote for each share held as of the close of business on April 28, 2025 (the “Record Date”), and holders of Class B common stock were entitled to cast ten votes for each share held as of the close of business on the Record Date. Holders of Class A common stock and Class B common stock voted together as a single class on all matters at the Annual Meeting. At the close of business on the Record Date, 767,048,912 shares of Class A common stock and 115,374,807 shares of Class B common stock were outstanding and entitled to vote.
Set forth below are the matters voted on at the Annual Meeting and the final voting results on each matter.
Proposal One: Election of Directors
Our stockholders re-elected Vladimir Tenev, Baiju Bhatt, John Hegeman, Paula Loop, Meyer Malka, Christopher Payne, Jonathan Rubinstein, Susan Segal, Dara Treseder, and Robert Zoellick to the Company’s Board of Directors to serve until the 2026 annual meeting of stockholders. Voting results were as follows:
Nominee Votes For Votes Against Abstentions Broker Non-Votes
Vladimir Tenev
1,549,420,718 10,411,105 1,859,114 156,184,423
Baiju Bhatt
1,557,804,340 3,533,452 353,145 156,184,423
John Hegeman 1,560,794,383 355,846 540,708 156,184,423
Paula Loop
1,558,559,527 2,571,749 559,661 156,184,423
Meyer Malka
1,551,038,081 10,196,142 456,714 156,184,423
Christopher Payne 1,557,553,173 3,603,219 534,545 156,184,423
Jonathan Rubinstein
1,390,124,451 170,971,449 595,037 156,184,423
Susan Segal
1,554,197,957 6,950,141 542,839 156,184,423
Dara Treseder
1,449,500,690 111,656,104 534,143 156,184,423
Robert Zoellick
1,558,876,478 2,356,049 458,410 156,184,423
Proposal Two: Advisory Vote to Approve the Compensation of the Company's Named Executive Officers
Our stockholders approved, on an advisory basis, the 2024 compensation of the Company’s named executive officers. Voting results were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
1,538,717,458 22,346,385 627,094 156,184,423
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Proposal Three: Ratification of Appointment of the Company's Independent Registered Public Accounting Firm
Our stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Voting results were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
1,713,971,380 3,387,150 516,831 -
SIGNATURE
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.
Robinhood Markets, Inc.
Date: June 26, 2025 By: /s/ Jason Warnick
Name: Jason Warnick
Title: Chief Financial Officer
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Filing details
- Company
- Robinhood Markets, Inc.
- Ticker
- HOOD
- CIK
- 1783879
- Form type
- 8-K
- Filing date
- Jun 26, 2025
- Report date
- Jun 25, 2025
- Document
- hood-20250625.htm
- Size
- 171 KB