UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2024
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MOLINA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 1-31719 | 13-4204626 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 200 Oceangate, Suite 100, | Long Beach, | California | 90802 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (562) 435-3666
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:
☐ 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 Par Value | MOH | 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).
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| 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. | |
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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:
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| 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:
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| 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:
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| 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:
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| 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.
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| | MOLINA HEALTHCARE, INC. |
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| Date: | May 3, 2024 | By: | /s/ Jeff D. Barlow |
| | | Jeff D. Barlow |
| | | Chief Legal Officer and Secretary |
