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): August 20, 2024 (August 19, 2024)
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MOLINA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
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:
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).
| 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 19, 2024, Molina Healthcare, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Amended and Restated Employment Agreement with Joseph M. Zubretsky, the Company’s President and Chief Executive Officer (the “Employment Agreement”). The Amendment provides that it is the intention of the Board of Directors of the Company (the “Board”) to incentivize Mr. Zubretsky to remain in his position through at least December 31, 2027, and that in furtherance of that intent, the Company will grant Mr. Zubretsky a special one-time stock award that is subject to the achievement of long-term financial targets, continued employment, and other terms and conditions as approved by the Board.
In connection with entering into the Amendment, on the recommendation and approval of the Board’s Compensation Committee, the Board approved the grant of 146,184 target number of performance-based restricted stock units (“PSUs”) effective as of August 19, 2024, to Mr. Zubretsky under the Company’s 2019 Equity Incentive Plan. The PSUs are structured to retain Mr. Zubretsky and incentivize him to continue to grow the Company through 2027 and beyond, consistent with the long-term interests of our stockholders.
The PSUs will be eligible to vest subject to the achievement of adjusted earnings per share (“EPS”) goals for fiscal year 2027 which are consistent with the Company’s expected long-term growth rate and strategic plan. Subject to Mr. Zubretsky’s continued employment through December 31, 2027, and attainment of the EPS goals for fiscal year 2027, between 0% and 150% of the PSUs are eligible to vest. The PSUs are also subject to pro-rated vesting on certain qualifying terminations of employment, and vesting acceleration in the event the qualifying termination is in connection with a change in control, in each case, based on the target attainment level. The accelerated vesting of any PSUs in connection with the termination of Mr. Zubretsky’s employment will be subject to Mr. Zubretsky’s timely execution of a general release of claims.
The foregoing description of the Amendment and the PSU agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment and PSU agreement attached hereto as Exhibits 10.1 and 10.2, respectively, which agreements are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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.
| | | MOLINA HEALTHCARE, INC. |
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| Date: | August 20, 2024 | By: | /s/ Jeff D. Barlow |
| | | | Jeff D. Barlow |
| | | | Chief Legal Officer and Secretary |
