Business Context and Reporting Period
This Form 8-K filing by Square, Inc. (now Block, Inc.) reports on the results of the 2016 Annual Meeting of Stockholders held on June 23, 2016. The filing details the voting outcomes for four specific proposals submitted to security holders.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Voting Results
Stockholders representing 66.04% of the combined voting power attended the meeting, establishing a quorum. The following proposals were approved:
- Election of Directors: Jack Dorsey, Paul Deighton, and David Viniar were elected as Class I directors to serve until the 2019 annual meeting. All nominees received overwhelming support with minimal votes withheld.
- Executive Compensation: Stockholders approved, on an advisory basis, the compensation of named executive officers.
- Compensation Vote Frequency: Stockholders voted to hold future advisory votes on executive compensation annually (1-year frequency).
- Independent Auditor: Stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2016.
Guidance, Outlook, and Risks
The filing contains no management commentary regarding business outlook, financial guidance, risks, contingencies, or unusual items. The only forward-looking determination noted is that future advisory votes on executive compensation will occur every year, with the next required frequency vote scheduled no later than the 2022 annual meeting.
Investor Verification Checklist
- Verify the definitive proxy statement filed on April 29, 2016, and Amendment No. 1 filed on May 20, 2016, for detailed descriptions of the proposals.
- Confirm the tenure of the newly elected Class I directors (Jack Dorsey, Paul Deighton, David Viniar) through the 2019 annual meeting.
- Note the confirmed annual frequency for future executive compensation advisory votes.
- Confirm KPMG LLP's role as the independent auditor for the fiscal year ending December 31, 2016.