Root (ROOT) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 3, 2026, to be held virtually, with voting on key proposals and director elections.

• Stockholders of record as of April 6, 2026, are eligible to vote on four main proposals, including director elections and amendments to the certificate of incorporation.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact, with printed copies available upon request.

Voting matters and shareholder proposals

• Four proposals: election of three Class III directors, ratification of Deloitte & Touche LLP as auditor, advisory approval of executive compensation, and amendment for officer exculpation.

• Director nominees must receive a majority of votes cast; the certificate amendment requires a two-thirds majority.

• Stockholder 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 staggered classes, with a majority deemed independent under Nasdaq standards.

• Lead independent director structure is in place to ensure objective oversight.

• Board committees include audit, compensation, nominating/governance, strategy, and executive committees, with regular rotation of committee chairs.

• Board and committee self-evaluations are conducted annually with third-party facilitation.