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
|