MOLINA HEALTHCARE, INC. (NYSE:MOH) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 28, 2018, the Board of Directors (the “Board”) of Molina Healthcare, Inc. (the “Company”) approved and adopted the Fourth Amended and Restated Bylaws of the Company (the “Restated Bylaws”), effective immediately, which Restated Bylaws amended and restated the Third Amended and Restated Bylaws of the Company (the “Prior Bylaws”).
to the Restated Bylaws, Article II, Section 2.2 of the Prior Bylaws was amended to, among other things, modify and, in some instances, expand the information required to be provided by a stockholder of the Company in the notice required to be delivered by such stockholder to the Company when he, she or it elects to submit nominees for election to the Board or proposes business to be considered at an annual meeting of the stockholders (the “Stockholder’s Notice”). With respect to the submission of a director nominee, the Restated Bylaws require the Stockholders’ Notice to include the following additional items:
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a description of compensatory arrangements during the past three years and other material relationships among the nominating stockholder and various connected parties, on the one hand, and the nominee and various connected parties on the other hand; and |
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a list all positions held by such director nominee as an officer or director of any competitor within the three years preceding the submission of the Stockholder’s Notice; |
The Restated Bylaws also now require the completion and delivery by each such director nominee of a written questionnaire with respect to the background and qualifications of such person and of any other person on whose behalf the nomination is being made, and a written representation and agreement that such person:
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is not and will not become a party to any commitment as to how the nominee, if elected, would act or vote, or any voting commitment that could limit or interfere with the nominee’s ability to comply, if elected, with his or her fiduciary duties under applicable law; |
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is not and will not become a party to any agreement, arrangement or understanding with third parties regarding compensation for service on the Board that has not been disclosed to the Company; and |
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would, if elected, comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality, and stock ownership and trading policies and guidelines of the Company. |
With respect to other business that a stockholder proposes to bring before the annual meeting Article II, Section 2.2 of the Prior Bylaws was amended to require disclosure of arrangements relating to the proposal between the stockholder making the proposal and third parties.
The Restated Bylaws also require additional disclosure about the stockholder nominating a director or proposing other business and various controlling persons, and their respective ownership interests in the Company.
The foregoing description of the Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Bylaws. A copy of the Restated Bylaws is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01. Other Events.
The Company intends to submit additional amendments to its Restated Bylaws for stockholder approval at its 2018 Annual Meeting of Stockholders. The additional amendments will include a proxy access proposal by the Company.
ADDITIONAL INFORMATION
The Company intends to file with the Securities and Exchange Commission (“SEC”) a proxy statement and other relevant documents in connection with the solicitation of stockholder approval described above. THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSAL. Stockholders may obtain free copies of the proxy statement and other relevant documents filed with the SEC (when they become available) at the SEC’s website at www.sec.gov and at the Company’s website at www.molinahealthcare.com.
The Company, its directors and certain of its executive officers may be deemed to be participants in connection with the solicitation of proxies from the Company’s stockholders in connection with the matters to be considered at the 2018 Annual Meeting of Stockholders. Information regarding the ownership of the Company’s directors and executive officers in Molina Healthcare stock is included in their SEC filings on Forms 3, 4, and 5, which can be found through the SEC’s website at www.sec.gov. Information can also be found in the Company’s other SEC filings. More detailed and updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits:
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Exhibit No. |
Description |
| 3.1 | Fourth Amended and Restated Bylaws of Molina Healthcare, Inc. |
MOLINA HEALTHCARE INC ExhibitEX-3.1 2 a51767698ex3_1.htm EXHIBIT 3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED BYLAWS OF MOLINA HEALTHCARE,…To view the full exhibit click here
About MOLINA HEALTHCARE, INC. (NYSE:MOH)
Molina Healthcare, Inc. offers Medicaid-related solutions for low-income families and individuals, and assists government agencies in their administration of the Medicaid program. The Company operates through three segments: Health Plans, Molina Medicaid Solutions and Other. Its Health Plans segment consists of health plans in approximately 10 states and the Commonwealth of Puerto Rico, and its direct delivery business. Its direct delivery business consists of the operation of primary care clinics in various states in which it operates health plans. Its Molina Medicaid Solutions segment provides design, development, implementation (DDI) and business process outsourcing (BPO) solutions to state governments for their Medicaid management information systems (MMIS). The Other segment includes other businesses, such as its Pathways Health and Community Support LLC (Pathways) behavioral health and social services provider.
