Root (ROOT) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 3, 2026, with virtual attendance available for shareholders.

• Shareholders are invited to vote on key proposals, including director elections, auditor ratification, executive compensation, and a charter amendment.

Voting matters and shareholder proposals

• Election of three Class III directors to serve until the 2029 annual meeting: Lawrence Hilsheimer, Alexander Timm, and Douglas Ulman.

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Proposal to amend the certificate of incorporation to allow for exculpation of certain officers.

• Board recommends voting in favor of all proposals.

Board of directors and corporate governance

• Board recommends the election of three directors for a term expiring at the 2029 annual meeting.

• Audit, risk, and finance committee involved in auditor selection.