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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K/A

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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 11, 2023 (May 3, 2023)

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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).

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.
			☐

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Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Molina Healthcare, Inc. (the “Company”) filed with the Securities and Exchange Commission on May 5, 2023 (the “Original Form 8-K”). The sole purpose of this Amendment is to disclose the Company’s decision regarding whether non-binding advisory votes on the compensation of the Company’s named executive officers should be held every one, two or three years (the “Say-on-Frequency Proposal”).

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

As previously reported in the Original Form 8-K, in the Say-on-Frequency Proposal, a total of 94.9% shares voted for a Say-on-Pay Vote to be conducted every year. Based on the results of the stockholder vote, the Company’s Board of Directors approved a resolution to hold a Say-on-Pay Vote every year.

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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.

						MOLINA HEALTHCARE, INC.
Date:			August 11, 2023			By:			/s/ Jeff D. Barlow
									Jeff D. Barlow
									Chief Legal Officer and Secretary