Block, Inc. (XYZ) June 16, 2026 Annual General Meeting Transcript

Good morning, and welcome to Block, Inc.'s 2026 Annual Meeting of Stockholders. Please note that this event is being webcast. I would now like to introduce Jack Dorsey, the company's blockhead and chairperson of the Board of Directors. Mr. Dorsey, please go ahead.

Welcome, everyone, and thank you all for joining this year's Annual Meeting of Stockholders.

We are pleased to continue holding our Annual Stockholders Meeting virtually, as we aim to enable broad access and participation. i would now like to turn the meeting over to christy our chief legal officer and corporate secretary who will lead the formal business of the meeting and also act as our secretary thank you jack at this time i'd like to introduce amrita ahuja our chief operating officer and chief financial officer and matt stone of ernst and young our independent registered public accounting firm mr stone will be available to respond to appropriate questions during the q session at the end of the meeting. I would also like to welcome the members of our board of directors who are attending today's meeting. We have appointed Chris Vico to act as the inspector of election today. She has executed an oath of office to carry out her duties with strict impartiality and to the best of her ability. Ms. Vico will examine and tabulate the proxies and ballots at this meeting. With introductions concluded, we'll move on to other procedural matters we will begin today's meeting with the formal business portion during which we will address the matters described in our 2026 proxy statement and vote on the proxy proposals we will then announce preliminary voting results and adjourn the formal business portion of this meeting afterward we will provide time for q a stockholders of record and street name stockholders with a legal proxy from their broker bank or other nominee may submit questions through the web portal through the formal portion of the meeting, with a limit of one question per stockholder. We have allotted a certain amount of time after the formal business portion of the meeting to respond to the submitted questions. We will only be able to answer questions submitted prior to the start of the question and answer portion of the meeting, and only questions that are relevant to our business operations will be answered. Please see the rules of conduct posted on the meeting site for further information. Note that the meeting is being recorded. A webcast replay will be available on the same meeting website following today's meeting. Our Board of Directors fixed April 20, 2026 as a record date for determining the stockholders entitled to vote at this meeting. I have an affidavit of distribution from Broadridge Financial Solutions confirming that proxy materials related to this meeting were mailed to stockholders of record, determined as of the close of business on the record date, starting on April 24, 2026. Ms. Vico reports that the holders of the majority of the voting power of our outstanding shares, as of the record date, are present at the meeting either virtually or by proxy, which constitutes a quorum. Therefore, today's meeting is duly convened and open for business. We'll now proceed with the formal business of the meeting. The polls are now open. If any stockholders have not yet voted or wish to change their vote, please click on the voting button in the web portal and follow the instructions. If you've already sent in a proxy or voted via the telephone or Internet and do not wish to change your vote, no further action is needed. As a reminder, as described in our proxy statement, CDI holders cannot vote during this meeting. There are four proposals to be considered and voted upon by our stockholders. Each of these proposals is more fully described in our proxy statement as filed with the Securities and Exchange Commission on April 24, 2026. The first proposal is to elect four Class II directors, Roloff Bosa, Amy Brooks, Sean Carter, and James McKelvey, to serve until our 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified. No other director nominees have been properly submitted pursuant to our bylaws or the rules of the Securities and Exchange Commission, so no other nominations are being considered. Each of the four director nominees is currently serving on our board, and our board of directors recommends a vote for each of these director nominees. The second proposal is to approve on an advisory basis the compensation of our named executive officers. We currently hold this say-on-pay vote every year. Our board of directors recommends a vote for the advisory approval of the compensation of our named executive officers and the adoption of the following resolution. It reads as follows. Resolved that the stockholders approve on an advisory basis the compensation paid to our named executive officers as disclosed in the proxy statement for the annual meeting pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, compensation tables and narrative discussion, and other related disclosure. The third proposal is to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026. Our Board of Directors recommends a vote for the ratification of the appointment of Ernst & Young. The fourth proposal is to vote upon a stockholder proposal submitted by one of our stockholders regarding establishing a board-level technology committee, if properly presented. Our Board of Directors recommends a vote against the establishment of a board-level technology committee. A representative of the Comptroller of the State of New York, a trustee of the New York State Common Retirement Fund, has provided a statement regarding the stockholder proposal. We will now play the stockholder proponent's pre-recorded statement.

On behalf of New York State Comptroller Thomas DiNapoli, trustee of the New York State Common Retirement Fund, owner of approximately 294,000 shares, we urge Block Incorporated shareholders to vote for proposal number four regarding the establishment of a board-level technology committee with oversight responsibilities of artificial intelligence, cybersecurity, and data privacy. Block has made sweeping claims that artificial intelligence will transform its operations and its workforce. Yet Block's boardroom governance structure for overseeing the technology underpinning this value and all of its associated risks remains woefully inadequate. Robust oversight benefits from board-level committee structures that effectively divide responsibilities into focused areas, especially around complex or high-risk issues. As long-time shareholders, we believe that the current structure of Block's board of directors is deficient for four key reasons. First, Block's existing audit and risk committee is structurally overburdened. The three current committee members all serve on other board-level committees and have significant outside obligations, while four of the company's directors serve on no committees at all. Establishing a dedicated technology committee would better utilize the board's existing capacity to oversee material, technology, and cybersecurity risks. Second, establishing a technology committee is increasingly a best practice. Nearly one in four financial services companies now have a dedicated board-level technology committee, and a survey of financial institutions by the Bank Policy Institute found that 64% of respondents have already formed or are considering forming a technology committee. Third, oversight failures rooted in cybersecurity deficiencies, weak security protocols, and compliance errors resulted in Block paying more than $255 million in penalties in a single week in January 2025. These are precisely the risks that a dedicated technology committee with a clear charter, qualified members, and focused attention is designed to monitor and mitigate. And finally, Block's announcement of a 40% workforce reduction in February, attributed to a strategic pivot towards artificial intelligence and coming just five months after a $68 million three-day all-company festival, has raised material disclosure concerns and allegations of AI washing. A technology committee would provide the necessary accountability and dedicated oversight to ensure that Block's AI transformation claims are accurate and not misleading to investors. Adopting this proposal will enhance the Board's effectiveness and accountability, improve oversight of material risks, and provide a structural solution that aligns Block with its financial services peers that have already established robust, dedicated technology oversight. We encourage Block Incorporated stockholders to vote for Proposal 4 on the proxy.

The polls are still open. Voting today is by proxy and online ballot. As previously mentioned, if you already submitted a proxy or voted via telephone or Internet and do not wish to change your vote, no further action is needed at this time. If you have not yet voted or wish to change your vote, you may do so now by clicking on the voting button in the web portal and following the instructions. If you have not yet submitted a proxy or electronic ballot, you must submit your electronic ballot now for your vote to be counted by the Inspector of Election. We will leave the polls open for another minute to allow anyone who chooses to vote electronically to cast their ballots. The polls are now closed. No additional ballots, proxies, or votes, and no changes or revocations will be accepted. Based on our preliminary voting results, the stockholders have elected Roloff Botha, Amy Brooks, Sean Carter, and James McKelvey as Class II directors to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Approved on an advisory basis, the compensation of our named executive officers. ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026, and not approved, the establishment of a board-level technology committee. The final voting results will be set forth in a report from the Inspector of Election and will be included in the minutes of this meeting. We will also report the final voting results on a Form 8K, which we will file with the Securities and Exchange Commission within four business days of today's date. This concludes the agenda for the business portion of our meeting today. As there are no other formal business before us, I now declare the formal business portion of the meeting adjourned, and the ability to submit further questions through the web portal is closed. We will now conduct the question and answer session of our annual meeting. Please note that only questions that are relevant to our business operations will be answered, and there is a limit of one question per stockholder. We will attempt to answer as many questions as time allows. I'll now turn it over to Janina Fubreguet from our investor relations team to oversee the Q&A session.

Thank you, Christy. Before we begin, I would like to note that our responses to any questions today may include forward-looking statements. Actual results could differ materially from those contemplated by our forward-looking statements. Reported results should not be considered an indication of future performance. Please take a look at our filings with the Securities and Exchange Commission for a discussion of the factors that could cause our results to differ. Also, note that any forward-looking statements are based on information available to us as of today's date, and we disclaim any obligation to update any forward-looking statements, except as required by law. Further, any discussion during this call of our lending and banking products refer to products that are offered through Square Financial Services or our bank partners. Further, our responses may include discussion of certain non-GAAP financial measures. Reconciliations to the most directly comparable GAAP financial measures are provided in our shareholder letters for prior quarters or other filings with the Securities and Exchange Commission, all of which are available on our Investor Relations website. These non-GAAP measures are not intended to be a substitute for our GAAP results.

As we did not receive any questions, we will now end the meeting.

Thank you for joining us today.

Thank you for joining today's meeting. You may now disconnect and have a wonderful rest of your day.