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Registrant’s
telephone number, including area code: (i562) i435-3666
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:
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
i☐ 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
iCommon Stock, $0.001 Par Value
iMOH
iNew 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
i☐
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 Section13(a) of the Exchange Act.
☐
Item 5.07. Submission of Matters to a Vote
of Security Holders.
On May 1, 2024, Molina Healthcare, Inc., a Delaware corporation (the “Company”), held its Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on March 8, 2024 (the “Record Date”), a total of 58,583,802 shares of the Company’s common stock (the “Common Stock”) were issued and outstanding. At the Annual Meeting, holders of 51,263,601 shares of Common Stock, or 87.5% of shares outstanding on the Record Date, were represented in person or by proxy, constituting a quorum.
With regard to Proposal No. 1, for the election of the nine directors named below to hold office until the 2025 annual meeting, the stockholders
voted as follows:
Director
Votes For
Votes Against
Abstentions
Broker Non-Votes
Barbara L. Brasier
49,049,593
498,076
28,781
1,687,151
Daniel
Cooperman
48,151,456
1,395,111
29,883
1,687,151
Stephen H. Lockhart
49,233,328
313,297
29,825
1,687,151
Steven J. Orlando
44,835,004
4,611,955
129,491
1,687,151
Ronna
E. Romney
41,998,893
7,548,829
28,728
1,687,151
Richard M. Schapiro
49,233,693
313,155
29,602
1,687,151
Dale B. Wolf
43,917,350
5,531,828
127,272
1,687,151
Richard
C. Zoretic
49,246,032
300,566
29,852
1,687,151
Joseph M. Zubretsky
48,434,373
1,110,461
31,616
1,687,151
With regard to Proposal No. 2, for the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers, the stockholders voted as follows:
Votes
For
Votes Against
Abstentions
Broker Non-Votes
46,266,687
3,277,670
32,093
1,687,151
With regard to Proposal No. 3, for the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024, the stockholders voted as follows:
Votes
For
Votes Against
Abstentions
Broker Non-Votes
48,658,680
2,568,533
36,388
—
With regard to Proposal No. 4, the shareholder proposal regarding simple majority voting, the stockholders voted as follows:
Votes For
Votes
Against
Abstentions
Broker Non-Votes
4,541,115
44,972,927
62,408
1,687,151
SIGNATURE
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.
