Block (XYZ) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 16, 2026, to be held virtually, with voting on director elections, executive compensation, auditor ratification, and a shareholder proposal for a technology committee.

• The board recommends voting for all director nominees, for executive compensation and auditor ratification, and against the technology committee proposal.

Voting matters and shareholder proposals

• Four Class II directors (Roelof Botha, Amy Brooks, Shawn Carter, James McKelvey) are nominated for election to serve until 2029.

• Advisory vote on executive compensation (say-on-pay) is held annually; board recommends approval.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year 2026 is recommended.

• A shareholder proposal to establish a board-level technology committee is opposed by the board, which believes current oversight is sufficient.

Board of directors and corporate governance

• The board consists of 10 members, with a majority being independent and diverse in gender and background.

• Board committees (audit and risk, compensation, nominating and corporate governance) are fully independent.

• Lead Independent Director role is held by Roelof Botha, providing independent oversight.

• Annual board, committee, and individual director evaluations are conducted.

• Stockholder recommendations for director nominees are considered under established procedures.