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.
(b) and (c): Termination and Appointment of
Officers
On May 2, 2017, the Board of Directors (the Board) of Molina
Healthcare, Inc. (the Company) terminated the employment of Dr.
J. Mario Molina, the Companys then President and Chief Executive
Officer, and John C. Molina, the Companys then Chief Financial
Officer and Treasurer, without cause by written notice under the
terms of their respective employment agreements with the Company.
The terminations were effective immediately and will entitle Dr.
Molina and Mr. Molina to severance benefits as set forth in and
subject to the terms and conditions of their respective
employment agreements and, in the case of acceleration and
vesting of all previously granted equity compensation as provided
for in their respective employment agreements, subject to the
terms of applicable award agreements and, with respect to grants
of time-based and performance-based equity compensation granted
in 2017, subject to approval by the Companys stockholders of the
amendment and restatement of the Molina Healthcare, Inc. 2011
Equity Incentive Plan at the Companys upcoming annual meeting.
Dr. Molina and Mr. Molina will continue to serve as directors on
the Board, and Dr. Molina remains a candidate for re-election as
a director at the Companys upcoming annual meeting. The Board has
approved the adjournment of the upcoming annual meeting from
Wednesday, May 3, 2017 to Wednesday, May 10, 2017 at 10:00 a.m.
Pacific Time, at Molina Healthcare, Inc. Corporate Headquarters,
200 Oceangate, 15th Floor, Long Beach, California 90802 in order
to allow stockholders time to consider the information described
in the press release attached hereto as Exhibit 99.1 and the
information set forth in this Current Report on Form 8-K and a
proxy supplement to be filed by the Company, and to change their
votes if desired. The record date for the meeting will remain
March 9, 2017.
In connection with the terminations of Dr. Molina and Mr. Molina,
the Board appointed Joseph W. White as Chief Financial Officer
and Treasurer and Interim President and Chief Executive Officer,
effective immediately. Mr. White will serve as the Companys
principal financial officer and principal accounting officer and
interim principal executive officer for purposes of the
Securities Exchange Act of 1934, as amended. Mr. White will no
longer serve as the Companys Chief Accounting Officer. The
position of Chief Accounting Officer will remain vacant following
Mr. Whites resignation until further action by the Board. The
Board will immediately commence the search process for a
permanent CEO. In addition, the Board has named current Director
Dale B. Wolf as Non-Executive Chairman of the Board. These
changes are effective immediately.
The compensation that Mr. White will receive in his role as Chief
Financial Officer and Treasurer and Mr. Wolf in his role as
Non-Executive Chairman of the Board has not yet been determined,
and an amendment to this Current Report on Form 8-K will be filed
at a later date to disclose such compensation when a
determination has been made.
The information required by Items 401(b), (d), and (e) of
Regulation S-K (17 CFR 229.401(b), (d), (e)) regarding Mr. White
was previously reported in the Companys Annual Report on Form
10-K, filed with the Commission on March 1, 2017, and in the 2017
Proxy Statement, and is incorporated herein by reference. There
are no arrangements or understandings between Mr. White and any
other person to which he was appointed as the Companys Chief
Financial Officer and Treasurer and Interim Chief Executive
Officer. There is no family relationship between or among Mr.
White and any director, executive officer, or person nominated or
chosen by the Company to become a director or executive officer
of the Company. The Company has not entered into any transactions
with Mr. White that would require disclosure to Item 404(a) of
Regulation S-K under the Exchange Act.
Item 7.01. Regulation FD Disclosure.
A copy of the press release relating to Dr. Molinas termination
as President and Chief Executive Officer, Mr. Molinas termination
as Chief Financial Officer and Treasurer, and Mr. Whites
resignation as Chief Accounting Officer and appointment as Chief
Financial Officer and Treasurer and Interim Chief Executive
Officer, among other matters, is attached hereto as Exhibit 99.1.
Note: The information furnished herewith to Item 7.01 of this
current report shall not be deemed to be filed for the purpose of
Section 18 of the Exchange Act or otherwise subject to the
liabilities of that section, and shall not be incorporated by
reference into any registration statement or other document filed
by the Company under the Securities Act of 1933, as amended, or
the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
|
Exhibit |
|
| No. | Description |
| 99.1 |
Press release of Molina Healthcare, Inc. dated May 2, |
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 +8.95 at 59.75 with 938,369 shares trading hands.