MOLINA HEALTHCARE, INC. (NYSE:MOH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
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MOLINA HEALTHCARE, INC. (NYSE:MOH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

As discussed in Item 5.07 below, at the 2017 Annual Meeting of
the stockholders of Molina Healthcare, Inc., a Delaware
corporation (the Company), the Companys stockholders approved an
amendment and restatement of the Companys 2011 Equity Incentive
Plan (the Amended and Restated 2011 Plan). For a description of
the Amended and Restated 2011 Plan, please refer to the Companys
proxy statement filed with the Securities and Exchange Commission
on Schedule 14A on March 13, 2017, (the 2017 Proxy Statement),
which information is incorporated herein by reference. A copy of
the Amended and Restated 2011 Plan is attached as Appendix A to
the 2017 Proxy Statement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 10, 2017, the Company reconvened its May 3, 2017 Annual
Meeting of Stockholders. At the meeting, a total of 54,635,034
shares were voted, representing 95.80% of the 57,028,614 shares
outstanding as of the March 9, 2017 record date.
At the Companys 2017 Annual Meeting of Stockholders, the
stockholders:
(1)
elected all three of the Companys nominees for Class III
directors to hold office until the 2020 annual meeting;
(2)
approved, on a non-binding, advisory basis, the
compensation of our named executive officers;
(3)
approved, on an advisory basis, the proposal to conduct an
advisory vote on the compensation of our named executive
officers every one year;
(4)
approved an amendment and restatement of the Molina
Healthcare, Inc. 2011 Equity Incentive Plan (the Equity
Incentive Plan) and re-approved the material terms of the
performance goals for Section 162(m)(1) awards under the
Equity Incentive Plan; and
(5)
ratified the appointment of Ernst Young LLP as the Companys
independent registered public accounting firm for 2017.
Shares were voted on the proposals listed above as follows:
With regard to Proposal No. 1 for the election of three Class III
directors, the stockholders voted as follows:
Director
Votes For
Votes Against
Abstentions
Broker Non-Votes
Dr. J. Mario Molina
42,488,352
7,922,460
644,804
3,579,418
Ronna E. Romney
38,979,676
11,425,691
650,249
3,579,418
Dale B. Wolf
45,738,241
4,653,222
664,153
3,579,418
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
40,078,859
10,600,235
376,522
3,579,418
With regard to Proposal No. 3 for an advisory vote on the
frequency of a stockholder vote on the compensation of our named
executive officers, the stockholders voted as follows:
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
Votes For
Votes For
Votes For
46,657,815
55,770
3,013,941
1,328,090
3,579,418
With regard to Proposal No. 4 for the approval of an amendment
and restatement of the Equity Incentive Plan and re-approval of
the material terms of the performance goals for Section 162(m)(1)
awards under the Equity Incentive Plan, the stockholders voted as
follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
39,335,463
10,941,568
778,585
3,579,418
With regard to Proposal No. 5 for the ratification of the
appointment of Ernst Young LLP as the Companys independent
registered public accounting firm for 2017, the stockholders
voted as follows:
Votes For
Votes Against
Abstentions
50,789,021
3,614,513
231,500


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.

MOLINA HEALTHCARE, INC. (NYSE:MOH) Recent Trading Information

MOLINA HEALTHCARE, INC. (NYSE:MOH) closed its last trading session up +0.43 at 67.56 with 1,605,774 shares trading hands.