Root (ROOT) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 3, 2026, to be held virtually, with voting on four key proposals including director elections, auditor ratification, executive compensation, and a charter amendment for officer exculpation.

• Shareholders of record as of April 6, 2026, are eligible to vote, with detailed instructions provided for online, telephone, and mail voting.

• The company emphasizes virtual participation to increase accessibility and reduce costs.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class III directors to serve until 2029.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Proposal 3: Advisory approval of named executive officer compensation.

• Proposal 4: Amendment to the Certificate of Incorporation to allow for exculpation of certain officers.

• Shareholder proposals for the 2027 meeting must be submitted by December 25, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of eight members divided into three classes with staggered three-year terms.

• A majority of directors are independent per Nasdaq standards; the lead independent director structure is in place.

• Board committees include audit, risk and finance; compensation; nominating and governance; strategy; and executive committees.

• Committee chairs and memberships were rotated in 2025 to ensure fresh perspectives.

• The board and committees conducted self-evaluations in late 2025 and early 2026.