Washington, D.C. 20549
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 5, 2023 (May 3, 2023)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
200 Oceangate, Suite 100,Long Beach,California90802
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 Par Value MOHNew 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).
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.

Item 5.07.    Submission of Matters to a Vote of Security Holders.
On May 3, 2023, Molina Healthcare, Inc., a Delaware corporation (the “Company”), held its Annual Meeting of Stockholders. At the meeting, a total of 54,488,955 shares were voted, representing 93.51% of the 58,268,825 shares outstanding as of the March 8, 2023 record date.
With regard to Proposal No. 1, all nine nominated directors were elected to hold office until the 2024 annual meeting. The stockholders voted as follows:
DirectorVotes ForVotes AgainstAbstentionsBroker
Barbara L. Brasier51,827,981611,8789,9252,039,171
Daniel Cooperman 51,930,894508,42510,4652,039,171
Stephen H. Lockhart 52,107,234332,08510,4652,039,171
Steven J. Orlando47,950,3324,488,98610,4662,039,171
Ronna E. Romney 45,327,4417,110,44211,9012,039,171
Richard M. Schapiro 52,109,495329,73110,5582,039,171
Dale B. Wolf47,129,8085,309,97110,0052,039,171
Richard C. Zoretic52,110,859329,0239,9022,039,171
Joseph M. Zubretsky51,975,877462,67111,2362,039,171
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 for 2023, the stockholders voted as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
With regard to Proposal No. 3 for the approval of the frequency of a non-binding advisory vote of the stockholders on the compensation of our named executive officers, the stockholders voted as follows:
One YearTwo YearsThree YearsAbstentions
With regard to Proposal No. 4 for the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023, the stockholders voted as follows:
Votes ForVotes AgainstAbstentions

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.
May 5, 2023
/s/ Jeff D. Barlow
Jeff D. Barlow
Chief Legal Officer and Secretary