UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 13, 2017 (December 12, 2017)
MOLINA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-31719
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13-4204626
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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200 Oceangate, Suite 100, Long Beach, California 90802
(Address of principal executive offices)
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))
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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Emerging growth company
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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 Section 13(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 December 12, 2017, J. Mario Molina, M.D. informed the board of directors of Molina Healthcare, Inc. (the "Company") that he has decided to resign from the board of directors effective immediately. Dr. Molina, 59, stated in his letter of resignation that he is resigning to pursue other opportunities. A copy of Dr. Molina's letter of resignation is attached hereto as Exhibit 17.1.
At the time of his resignation, Dr. Molina was serving as a Class III director whose term would have expired at the Company's 2020 annual meeting of stockholders. Dr. Molina was also a member of the Information Technology and Cybersecurity Committee of the board of directors.
Item 7.01. Regulation FD Disclosure.
A copy of the press release relating to Dr. Molina's resignation from the board of directors of the Company is attached hereto as Exhibit 99.1.
Note: The information furnished herewith pursuant to Item 7.01 of this current report shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit
No.
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Description
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17.1
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Resignation letter of J. Mario Molina, M.D.
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99.1
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Press release of Molina Healthcare, Inc. dated December 13, 2017.
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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: December 13, 2017
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By: /s/ Jeff D. Barlow
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Jeff D. Barlow
Chief Legal Officer and Secretary
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EXHIBIT INDEX
4
Exhibit 17.1
December 12, 2017
Mr. Dale Wolf
Molina Healthcare, Inc.
200 Oceangate, Suite 100
Long Beach, Ca 90802
Dear Mr.Wolf,
I have decided to resign from the board of Molina Healthcare effective immediately. I appreciate the confidence in me shown by the shareholders in re-electing me to the board of directors in 2017, but I think it is best that, after serving as a director for over 20 years, I leave the board so that I may pursue other opportunities.
I have seen the company grow from a single clinic established thirty-seven years ago, by my father Dr. C. David Molina to one of the largest health insurance plans in the nation. The company is a recognized leader in providing care for low-income patients served by the Medicaid and Medicare programs and has established a reputation for excellence.
I am proud of the company's many accomplishments over the two decades that I served as a director, and I will miss the many dedicated people with whom I have had to opportunity to serve.
Sincerely,
J. Mario Molina, M.D.
Exhibit 99.1
Molina Healthcare Announces Resignation of Dr. J. Mario Molina from the Board of Directors
LONG BEACH, Calif.--(BUSINESS WIRE)--December 13, 2017--Molina Healthcare, Inc. (NYSE: MOH) today announced that Dr. J. Mario Molina has stepped down from the Molina Healthcare Board of Directors to pursue other opportunities.
“As a natural progression of his involvement in the company for more than 20 years, we understand and respect Dr. Molina’s decision, and we thank him for all of his contributions,” said Dale B. Wolf, Chairman of the Molina Healthcare Board of Directors.
Dr. Molina is the son of Dr. C. David Molina, the late founder of Molina Healthcare. From 1996 to May of 2017, Dr. Mario Molina headed the company as the president and CEO. He also served as a member of the Board of Directors since 1996. Currently, Dr. Molina is the president of Golden Shore Medical Group, which provides comprehensive primary care services through staff model clinics.
About Molina Healthcare
Molina Healthcare, Inc., a FORTUNE 500 company, provides managed health care services under the Medicaid and Medicare programs and through the state insurance marketplaces. Through our locally operated health plans in 12 states across the nation and in the Commonwealth of Puerto Rico, Molina serves approximately 4.5 million members. Dr. C. David Molina founded our company in 1980 as a provider organization serving low-income families in Southern California. Today, we continue the mission of managing the delivery of high quality and cost-effective health care to those who need it most. For more information about Molina Healthcare, please visit our website at molinahealthcare.com.
CONTACT:
Molina Healthcare, Inc.
Juan José Orellana, 562-435-3666, ext. 111143
Investor Relations
or
Sunny Yu, 562-477-1608
Public Relations
