Document


 
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): May 13, 2019 (May 8, 2019)
______________
MOLINA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
Delaware
1-31719
13-4204626
(State of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
______________
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))
Indicated 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
¨

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.
 
¨


Securities registered pursuant to Section 12(b) of the Act:
 
 
Trading
 
Name of Each Exchange
Title of Each Class
 
Symbol
 
on Which Registered
Common Stock, par value $0.001 per share
 
MOH
 
New York Stock Exchange

 





Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 8, 2019, Molina Healthcare, Inc., a Delaware corporation (the "Company"), held its Annual Meeting of Stockholders. At the meeting, a total of 58,120,531 shares were voted, representing 92.80% of the 62,629,548 shares outstanding as of the March 11, 2019 record date.
At the Company’s 2019 Annual Meeting of Stockholders, the stockholders voted as follows on the proposals submitted to vote:
With regard to Proposal No. 1 for the election of three Class II directors to hold office until the 2022 annual meeting, the stockholders voted as follows:
Director
Votes For
Votes Against
Abstentions
Broker Non-Votes
Barbara L. Brasier
55,367,114
543,964
18,623
2,190,830
Steven J. Orlando
54,751,017
1,159,408
19,276
2,190,830
Richard C. Zoretic
53,793,478
2,116,834
19,389
2,190,830
With regard to Proposal No. 2 for the approval, on a non-binding, advisory basis, of the compensation of our named executive officers, the stockholders voted as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
55,031,074
875,820
22,807
2,190,830
With regard to Proposal No. 3 for the adoption of amendments to the Company’s Certificate of Incorporation, as amended, to phase out and eliminate the classified Board of Directors to provide for the annual election of all directors, the stockholders voted as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
55,838,235
84,749
6,717
2,190,830
With regard to Proposal No. 4 for the approval of the Molina Healthcare, Inc. 2019 Equity Incentive Plan, the stockholders voted as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
54,388,969
1,528,632
12,100
2,190,830
With regard to Proposal No. 5 for the approval of the Molina Healthcare, Inc. 2019 Employee Stock Purchase Plan, the stockholders voted as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
55,520,345
401,473
7,883
2,190,830
With regard to Proposal No. 6 for the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2019, the stockholders voted as follows:
Votes For
Votes Against
Abstentions
57,254,051
843,020
23,460








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.
 
 
Date: May 13, 2019
 
By:    /s/ Jeff D. Barlow
 
 
Jeff D. Barlow
Chief Legal Officer and Corporate Secretary