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Root, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Root, Inc.’s Form 8-K, filed June 8, 2026 (Item 5.07 on EDGAR). Page generated October 25, 2026.

  • 6Ballot items
  • 185Asset managers
  • 1,183Fund votes
  • June 3, 2026Meeting date

Results at a glance

Meeting of June 3, 2026: 6 items on Root, Inc.’s Form 8-K, filed June 8, 2026: 3 elected · 3 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2024-2025 2025-2026

Explore Root, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Root, Inc.

These tallies are Root, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 8, 2026 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

Root, Inc. — official shareholder meeting results, meeting held June 3, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Lawrence Hilsheimer 24,496,1591,902,61911,835 --3,605,582 93%Elected—
Elect Director: Alexander Timm 25,543,235853,51513,863 --3,605,582 97%Elected—
Elect Director: Douglas Ulman 23,809,9172,588,15312,543 --3,605,582 90%Elected—
2. Ratification of Independent Auditor for 2026 29,857,571133,61325,011 ---- 99.5%Approved—
3. Approval, on an advisory basis, of named executive officer compensation 22,550,9673,842,88316,763 --3,605,582 85%Approved—
4. Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Allow for the Exculpation of Certain Officers 22,990,3643,404,96115,288 --3,605,582 87%Approved—

Source: Root, Inc., Form 8-K, filed with the SEC on June 8, 2026 — read the filing on EDGAR.

How asset managers voted at the Root, Inc. 2025-2026 meeting

Each item below shows how the 185 asset managers that disclosed a Root, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Alexander Timm

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 25,543,235AGAINST: 853,515
Details: description as filed, official tally, votes by 55 asset managers

Description as filed by funds: To elect three Class III directors, Lawrence Hilsheimer, Alexander Timm and Douglas Ulman, each to hold office until our Annual Meeting of Stockholders in 2029: Alexander Timm

Root, Inc.’s own tally for this item (“Elect Director: Alexander Timm”): 25,543,235 for, 853,515 against, per its Form 8-K filed June 8, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Class III Directors The stockholders elected each of Lawrence Hilsheimer, Alexander Timm and Douglas Ulman as Class III directors, each to serve terms expiring on the date of the Company's 2029 Annual Meeting of Stockholders and until each such director's successor has been duly elected…”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 55 asset managers below reported 2,639,488 for, 421,210 against, 1,330 abstained.

FOR
FOR: 2,639,488AGAINST: 421,210ABSTAIN: 1,330
Largest asset managers voting on “To elect three Class III directors, Lawrence Hilsheimer, Alexander Timm and Douglas Ulman, each to hold office” at Root, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price816,3850 00For
Vanguard600,3371,082 00For
Capital Group477,1240 00For
BlackRock389,7810 00For
Fidelity6,578252,511 00Against
Charles Schwab107,5670 00For
First Trust068,050 00Against
Dimensional049,502 00Against
HENNESSY FUNDS TRUST47,1020 00For
Federated Hermes32,7040 00For
Northwestern Mutual26,8760 00For
Equitable24,8280 00For
American Century023,717 00Against
TIAA22,4380 00For
Goldman Sachs20,7140 00For
Bridge Builder Trust16,1490 00For
John Hancock5,9643,292 00Mixed
Lincoln Financial7,8000 00For
Northern Trust7,3620 00For
QUANTITATIVE MASTER SERIES LLC5,9490 00For
Global X5,7230 00For
Brighthouse03,876 1,3300Mixed
Pacific Life3,9970 00For
WisdomTree03,322 00Against
MASTER INVESTMENT PORTFOLIO3,2480 00For

Showing the 25 largest of 55 asset managers. See all 55 in the interactive database.

2. Elect Director: Douglas Ulman

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

90% Majority: yes · of votes cast

FOR 90%
FOR: 23,809,917AGAINST: 2,588,153
Details: description as filed, official tally, votes by 55 asset managers

Description as filed by funds: To elect three Class III directors, Lawrence Hilsheimer, Alexander Timm and Douglas Ulman, each to hold office until our Annual Meeting of Stockholders in 2029: Douglas Ulman

Root, Inc.’s own tally for this item (“Elect Director: Douglas Ulman”): 23,809,917 for, 2,588,153 against, per its Form 8-K filed June 8, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Class III Directors The stockholders elected each of Lawrence Hilsheimer, Alexander Timm and Douglas Ulman as Class III directors, each to serve terms expiring on the date of the Company's 2029 Annual Meeting of Stockholders and until each such director's successor has been duly elected…”
Support: 90% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 55 asset managers below reported 1,622,443 for, 1,438,255 against, 1,330 abstained.

FORAGAINST
FOR: 1,622,443AGAINST: 1,438,255ABSTAIN: 1,330
Largest asset managers voting on “To elect three Class III directors, Lawrence Hilsheimer, Alexander Timm and Douglas Ulman, each to hold office” at Root, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price0816,385 00Against
Vanguard600,3341,085 00For
Capital Group477,1240 00For
BlackRock34,910354,871 00Mixed
Fidelity255,6843,405 00For
Charles Schwab107,5670 00For
First Trust068,050 00Against
Dimensional049,502 00Against
HENNESSY FUNDS TRUST47,1020 00For
Federated Hermes32,7040 00For
Northwestern Mutual026,876 00Against
Equitable024,828 00Against
American Century023,717 00Against
TIAA022,438 00Against
Goldman Sachs20,7140 00For
Bridge Builder Trust13,8002,349 00Mixed
John Hancock09,256 00Against
Lincoln Financial7,8000 00For
Northern Trust7,3620 00For
QUANTITATIVE MASTER SERIES LLC05,949 00Against
Global X5,7230 00For
Brighthouse03,876 1,3300Mixed
Pacific Life03,997 00Against
WisdomTree03,322 00Against
MASTER INVESTMENT PORTFOLIO3,2480 00For

Showing the 25 largest of 55 asset managers. See all 55 in the interactive database.

3. Elect Director: Lawrence Hilsheimer

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 24,496,159AGAINST: 1,902,619
Details: description as filed, official tally, votes by 55 asset managers

Description as filed by funds: To elect three Class III directors, Lawrence Hilsheimer, Alexander Timm and Douglas Ulman, each to hold office until our Annual Meeting of Stockholders in 2029: Lawrence Hilsheimer

Root, Inc.’s own tally for this item (“Elect Director: Lawrence Hilsheimer”): 24,496,159 for, 1,902,619 against, per its Form 8-K filed June 8, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Class III Directors The stockholders elected each of Lawrence Hilsheimer, Alexander Timm and Douglas Ulman as Class III directors, each to serve terms expiring on the date of the Company's 2029 Annual Meeting of Stockholders and until each such director's successor has been duly elected…”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 55 asset managers below reported 1,994,545 for, 1,066,154 against, 1,330 abstained.

FORAGAINST
FOR: 1,994,545AGAINST: 1,066,154ABSTAIN: 1,330
Largest asset managers voting on “To elect three Class III directors, Lawrence Hilsheimer, Alexander Timm and Douglas Ulman, each to hold office” at Root, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price82,525733,860 00Mixed
Vanguard599,8371,583 00For
Capital Group477,1240 00For
BlackRock389,7810 00For
Fidelity259,0890 00For
Charles Schwab0107,567 00Against
First Trust068,050 00Against
Dimensional049,502 00Against
HENNESSY FUNDS TRUST47,1020 00For
Federated Hermes32,7040 00For
Northwestern Mutual026,876 00Against
Equitable17,6087,220 00Mixed
American Century023,717 00Against
TIAA22,4380 00For
Goldman Sachs20,7140 00For
Bridge Builder Trust16,1490 00For
John Hancock09,256 00Against
Lincoln Financial7,8000 00For
Northern Trust07,362 00Against
QUANTITATIVE MASTER SERIES LLC5,9490 00For
Global X05,723 00Against
Brighthouse03,876 1,3300Mixed
Pacific Life3,9970 00For
WisdomTree03,322 00Against
MASTER INVESTMENT PORTFOLIO3,2480 00For

Showing the 25 largest of 55 asset managers. See all 55 in the interactive database.

4. 4. Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Allow for the…

Official resultSHAREHOLDER RIGHTS AND DEFENSESReported outcome: Approved

87% Approved · of votes cast

FOR 87%
FOR: 22,990,364AGAINST: 3,404,961
Details: description as filed, official tally, votes by 55 asset managers

Description as filed by funds: TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO ALLOW FOR EXCULPATION OF CERTAIN OFFICERS.

Root, Inc.’s own tally for this item (“4. Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Allow for the Exculpation of Certain Officers”): 22,990,364 for, 3,404,961 against — passed, per its Form 8-K filed June 8, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Allow for the Exculpation of Certain Officers The stockholders approved the Amendment to the Company's Amended and Restated Certificate of Incorporation to Allow for the Exculpation of Certain Officers by…”
Support: 87% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 55 asset managers below reported 1,378,905 for, 1,681,793 against, 1,330 abstained.

FORAGAINST
FOR: 1,378,905AGAINST: 1,681,793ABSTAIN: 1,330
Largest asset managers voting on “TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO ALL” at Root, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price0816,385 00Against
Vanguard600,916503 00For
Capital Group477,1240 00For
BlackRock34,910354,871 00Mixed
Fidelity3,173255,916 00Against
Charles Schwab107,5670 00For
First Trust068,050 00Against
Dimensional049,502 00Against
HENNESSY FUNDS TRUST47,1020 00For
Federated Hermes32,7040 00For
Northwestern Mutual026,876 00Against
Equitable024,828 00Against
American Century23,7170 00For
TIAA022,438 00Against
Goldman Sachs20,7140 00For
Bridge Builder Trust13,8002,349 00Mixed
John Hancock09,256 00Against
Lincoln Financial7,8000 00For
Northern Trust07,362 00Against
QUANTITATIVE MASTER SERIES LLC05,949 00Against
Global X05,723 00Against
Brighthouse03,876 1,3300Mixed
Pacific Life03,997 00Against
WisdomTree03,322 00Against
MASTER INVESTMENT PORTFOLIO3,2480 00For

Showing the 25 largest of 55 asset managers. See all 55 in the interactive database.

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

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

85% Approved · of votes cast

FOR 85%AGAINST
FOR: 22,550,967AGAINST: 3,842,883
Details: description as filed, official tally, votes by 185 asset managers

Description as filed by funds: TO APPROVE, ON AN ADVISORY BASIS, OUR NAMED EXECUTIVE OFFICER COMPENSATION.

Root, Inc.’s own tally for this item (“3. Approval, on an advisory basis, of named executive officer compensation”): 22,550,967 for, 3,842,883 against — passed, per its Form 8-K filed June 8, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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:”
Support: 85% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 54 asset managers voting on “TO APPROVE, ON AN ADVISORY BASIS, OUR NAMED EXECUTIVE OFFICER COMPENSATION.” at Root, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price0816,385 00Against
Vanguard600,916503 00For
Capital Group0477,124 00Against
BlackRock0389,781 00Against
Fidelity0259,089 00Against
Charles Schwab107,5670 00For
First Trust068,050 00Against
Dimensional049,502 00Against
HENNESSY FUNDS TRUST47,1020 00For
Federated Hermes32,7040 00For
Northwestern Mutual026,876 00Against
Equitable024,828 00Against
American Century023,717 00Against
TIAA22,4380 00For
Goldman Sachs20,7140 00For
Bridge Builder Trust13,8002,349 00Mixed
John Hancock09,256 00Against
Lincoln Financial7,8000 00For
Northern Trust7,3620 00For
QUANTITATIVE MASTER SERIES LLC05,949 00Against
Global X5,7230 00For
Brighthouse03,876 1,3300Mixed
Pacific Life03,997 00Against
WisdomTree3,3220 00For
MASTER INVESTMENT PORTFOLIO03,248 00Against

Fund voting reports, all 54 managers: 876,900 for, 2,183,798 against, 1,330 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 146 asset managers voting on “TO APPROVE, ON AN ADVISORY BASIS, OUR NAMED EXECUTIVE OFFICER COMPENSATION.” at Root, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price01,309,479 00Against
Ribbit Management Company, LLC1,232,6070 00For
Capital Research Global Investors0477,124 00Against
BlackRock1,248429,872 00Against
GEODE CAPITAL MANAGEMENT, LLC0298,928 00Against
State Street189,7583,557 00For
Dragoneer Investment Group, LLC145,7230 00For
Vanguard106,6323,480 00For
Charles Schwab107,7430 00For
Northern Trust66,1243,896 00Mixed
CANNELL CAPITAL LLC052,331 00Against
Federated Hermes50,8000 00For
NEW YORK STATE COMMON RETIREMENT FUND29,2500 00For
Nuveen25,1780 00For
American Century023,719 00Against
HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND022,048 00Against
MELLON INVESTMENTS Corp21,7790 00For
Cynosure Group, LLC17,3890 00For
NORDEA INVESTMENT MANAGEMENT AB017,291 00Against
STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM016,603 00Against
Goldman Sachs13,8992,375 00Mixed
PARAMETRIC PORTFOLIO ASSOCIATES LLC016,015 00Against
Voleon Capital Management LP013,289 00Against
Mitsubishi UFJ Asset Management Co., Ltd.012,928 00Against
STATE OF WISCONSIN INVESTMENT BOARD012,059 00Against

Institutional-manager reports, all 146 managers: 2,050,247 for, 2,851,775 against, 3,755 not voted. Showing the 25 largest; see all in the interactive database.

6. 2. Ratification of Independent Auditor for 2026

Official resultAUDIT-RELATEDReported outcome: Approved

99.5% Approved · of votes cast

FOR 99.5%
FOR: 29,857,571AGAINST: 133,613
Details: description as filed, official tally, votes by 55 asset managers

Description as filed by funds: TO RATIFY THE SELECTION BY THE AUDIT, RISK AND FINANCE COMMITTEE OF OUR BOARD OF DIRECTORS OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.

Root, Inc.’s own tally for this item (“2. Ratification of Independent Auditor for 2026”): 29,857,571 for, 133,613 against — passed, per its Form 8-K filed June 8, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Ratification of Independent Auditor for 2026 The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the year ending December 31, 2026, by the following votes:”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 55 asset managers below reported 3,060,699 for, 1,330 abstained.

FOR
FOR: 3,060,699ABSTAIN: 1,330
Largest asset managers voting on “TO RATIFY THE SELECTION BY THE AUDIT, RISK AND FINANCE COMMITTEE OF OUR BOARD OF DIRECTORS OF DELOITTE & TOUCH” at Root, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price816,3850 00For
Vanguard601,4200 00For
Capital Group477,1240 00For
BlackRock389,7810 00For
Fidelity259,0890 00For
Charles Schwab107,5670 00For
First Trust68,0500 00For
Dimensional49,5020 00For
HENNESSY FUNDS TRUST47,1020 00For
Federated Hermes32,7040 00For
Northwestern Mutual26,8760 00For
Equitable24,8280 00For
American Century23,7170 00For
TIAA22,4380 00For
Goldman Sachs20,7140 00For
Bridge Builder Trust16,1490 00For
John Hancock9,2560 00For
Lincoln Financial7,8000 00For
Northern Trust7,3620 00For
QUANTITATIVE MASTER SERIES LLC5,9490 00For
Global X5,7230 00For
Brighthouse3,8760 1,3300Mixed
Pacific Life3,9970 00For
WisdomTree3,3220 00For
MASTER INVESTMENT PORTFOLIO3,2480 00For

Showing the 25 largest of 55 asset managers. See all 55 in the interactive database.

Largest Root, Inc. shareholders voting in 2025-2026

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 15,600,000 shares outstanding at the time of that meeting.

Fund voting reports: top Root, Inc. shareholders by shares voted on “TO APPROVE, ON AN ADVISORY BASIS, OUR NAMED EXECUTIVE OFFICER COMPENSATION.”, 2025-2026
#Asset manager % of shares outstanding
1T. Rowe Price 5.23%
2Vanguard 3.86%
3Capital Group 3.06%
4BlackRock 2.50%
5Fidelity 1.66%
6Charles Schwab 0.69%
7First Trust 0.44%
8Dimensional 0.32%
9HENNESSY FUNDS TRUST 0.30%
10Federated Hermes 0.21%
Institutional-manager reports: top Root, Inc. shareholders by shares voted on “TO APPROVE, ON AN ADVISORY BASIS, OUR NAMED EXECUTIVE OFFICER COMPENSATION.”, 2025-2026
#Asset manager % of shares outstanding
1T. Rowe Price 8.39%
2Ribbit Management Company, LLC 7.90%
3Capital Research Global Investors 3.06%
4BlackRock 2.76%
5GEODE CAPITAL MANAGEMENT, LLC 1.92%
6State Street 1.24%
7Dragoneer Investment Group, LLC 0.93%
8Vanguard 0.71%
9Charles Schwab 0.69%
10Northern Trust 0.45%

Reported Root, Inc. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

Root, Inc. holdings and ownership disclosed for the 2025-2026 proxy season
Holder % outstanding Disclosure
BlackRock 6.73% 13F
Carvana Group, LLC 5.00% 13D
Vanguard Group 4.64% 13F
Geode Capital 2.05% 13F
Citadel Advisors 1.96% 13F
State Street 1.70% 13F
Renaissance Technologies 1.53% 13F
Morgan Stanley 1.02% 13F
Dimensional Fund Advisors 0.96% 13F
Goldman Sachs 0.96% 13F

Percentages above are of 15,600,000 shares outstanding, as reported by Root, Inc. on its Form 10-Q dated March 31, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Root, Inc.’s 10-Q dated March 31, 2026. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.

At Root, Inc.'s shareholder meeting held June 3, 2026, in the 2025-2026 proxy season, 185 asset managers reported how they voted on 6 ballot items in their SEC Form N-PX filings, covering 1,183 separate fund positions. On the most widely held item on that ballot — TO APPROVE, ON AN ADVISORY BASIS, OUR NAMED EXECUTIVE OFFICER COMPENSATION. — Root, Inc.'s filing reports the proposal as approved, with 85% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: Root, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 8, 2026.

Root, Inc. proxy season coverage: 2024-2025 · 2025-2026 (this page).

Download data (CSV): ballot items · votes by manager · column guide.