UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 18, 2019

Square, Inc.
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	001-37622	 	80-0429876	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	
1455 Market Street, Suite 600
San Francisco, CA 94103
(Address of principal executive offices, including zip code)
(415) 375-3176
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	 	Trading
Symbol(s)	 	Name of each exchange
on which registered	
Class A Common Stock, $0.0000001 par value per share	 	SQ	 	New York Stock Exchange	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 18, 2019, Square, Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”). The stockholders of the Company voted on the following two proposals at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2019:
 
 	1.	To elect four Class I directors to serve until the Company’s 2022 annual meeting of stockholders and until their successors are duly elected and qualified; and	
 
 	2.	To approve, on an advisory basis, the compensation of the Company’s named executive officers.	
Holders of the Company’s Class A common stock, par value $0.0000001 per share (the “Class A Common Stock”), were entitled to one vote on each proposal for each share held as of the close of business on April 23, 2019 (the “Record Date”), and holders of the Company’s Class B common stock, par value $0.0000001 per share (the “Class B Common Stock”), were entitled to ten votes on each proposal for each share held as of the close of business on the Record Date. The Class A Common Stock and Class B Common Stock voted as a single class on all matters.
At the beginning of the Annual Meeting, present in person or by proxy were holders of 177,727,559 shares of Class A Common Stock and 85,728,347 shares of Class B Common Stock, together representing 86.02% of the combined voting power of all issued and outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote at the Annual Meeting, constituting a quorum.
The final voting results for each of these proposals are detailed below.
 
1.	Election of Directors	

	Nominee	  	Votes For	 	  	Votes
Withheld	 	
Jack Dorsey	  	 	992,250,481	 	  	 	42,760,933	 		
David Viniar	  	 	990,102,224	 	  	 	44,909,190	 		
Paul Deighton	  	 	992,393,270	 	  	 	42,618,144	 		
Anna Patterson	  	 	991,256,568	 	  	 	43,754,846	 		
Each director-nominee was duly elected as a Class I director to serve until the Company’s 2022 annual meeting of stockholders and until his or her successor is duly elected and qualified.
 
2.	Advisory Vote on Compensation of Named Executive Officers	

	Votes For	  		Votes Against	  		Votes Abstained	
1,025,402,560	  	9,116,905	  	491,949		
The stockholders advised that they were in favor of the compensation of the Company’s named executive officers.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SQUARE, INC.	
		
By:	 	/s/ Sivan Whiteley	
	 	Sivan Whiteley	
	 	General Counsel and Corporate Secretary	
Date: June 20, 2019