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Clover Health (CLOV) stockholders approve directors, pay and 2026 auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Clover Health Investments, Corp. reported results from its 2026 annual stockholder meeting held virtually on June 10, 2026. Stockholders elected three Class II directors — Demetrios L. Kouzoukas, Andrew Toy, and Thomas L. Tran — to serve until the 2029 annual meeting.

Stockholders approved, on a non-binding advisory basis, the 2025 compensation of the company’s named executive officers, with over one billion votes cast in favor. They also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Meeting date June 10, 2026 2026 annual meeting of stockholders held via webcast
Votes for Kouzoukas 1,003,131,251 votes Election as Class II director
Votes for Toy 1,011,117,814 votes Election as Class II director
Votes for Tran 996,918,879 votes Election as Class II director
Say-on-pay for votes 1,003,065,402 votes Non-binding 2025 executive compensation approval
Auditor ratification for votes 1,188,467,663 votes Ratification of Ernst & Young LLP for 2026
Record date April 15, 2026 Determined stockholders entitled to vote
Broker non-votes (Proposal 1) 177,790,033 votes Director election items
broker non-vote financial
"The results of the election were as follows FOR | WITHHELD | BROKER NON-VOTE"
non-binding advisory vote financial
"Proposal 2: Non-binding advisory vote to approve the compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
independent registered public accounting firm financial
"ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Class A common stock financial
"Holders of the Company’s Class A common stock were entitled to one vote"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Class B common stock financial
"holders of the Company’s Class B common stock were entitled to ten votes"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
record date financial
"as of the close of business on April 15, 2026 (the “Record Date”)"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did CLOV stockholders decide at the 2026 annual meeting?
Clover Health stockholders elected three Class II directors, approved 2025 executive compensation on a non-binding advisory basis, and ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026.

Who was elected to Clover Health (CLOV) board as Class II directors in 2026?
Stockholders elected Demetrios L. Kouzoukas, Andrew Toy, and Thomas L. Tran as Class II directors. Each will serve until the 2029 annual meeting of stockholders and until a successor is duly elected and qualified.

How did Clover Health (CLOV) stockholders vote on 2025 executive compensation?
Stockholders approved the compensation of Clover Health’s named executive officers for 2025 on a non-binding advisory basis, with 1,003,065,402 votes for, 9,811,825 against, and 1,663,812 abstentions, plus 177,790,033 broker non-votes recorded.

Which auditing firm was ratified for Clover Health (CLOV) for 2026?
Stockholders ratified Ernst & Young LLP as Clover Health’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 1,188,467,663 votes for, 2,471,606 against, and 1,391,903 abstentions noted.

How are voting rights structured for Clover Health (CLOV) Class A and Class B stock?
Holders of Class A common stock were entitled to one vote per share as of the April 15, 2026 record date. Holders of Class B common stock were entitled to ten votes per share, with both classes voting together as a single class on all matters.

When and how was Clover Health (CLOV) 2026 annual meeting held?
The 2026 annual meeting of Clover Health Investments, Corp. stockholders was held on June 10, 2026. It was conducted virtually via live webcast, allowing stockholders of record as of April 15, 2026 to participate and vote on three proposals.
FALSE0001801170CLOVER HEALTH INVESTMENTS, CORP. /DE00018011702026-06-102026-06-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2026

CLOVER HEALTH INVESTMENTS, CORP.

(Exact name of Registrant as Specified in Its Charter)

Delaware
001-3925298-1515192
(State or Other Jurisdiction
(Commission File Number)
(IRS Employer
of Incorporation)
Identification No.)
Address Not Applicable(1)
Address Not Applicable(1)
(Address of Principal Executive Offices)(Zip Code)
Not Applicable(1)
(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)


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:

Trading
Title of each class
Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareCLOVThe NASDAQ Stock Market LLC
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 Section 13(a) of the Exchange Act. ☐
(1) We are a remote-first company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, stockholder communications required to be sent to our principal executive offices may be directed to the email address: secretary@cloverhealth.com, or to our agent for service of process at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.




Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 10, 2026, Clover Health Investments, Corp. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") virtually via live webcast. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2026. Holders of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on April 15, 2026 (the “Record Date”) and holders of the Company’s Class B common stock were entitled to ten votes for each share held as of the close of business on the Record Date. The Class A common stock and Class B common stock voted as a single class on all matters. The matters voted upon at the Annual Meeting and the final voting results, as certified by the Company's independent inspector of election, are set forth below.
Proposal 1: Election of Three Class II Directors.
Demetrios L. Kouzoukas, Andrew Toy and Thomas L. Tran were each elected to the Company’s Board of Directors as Class II directors, to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The results of the election were as follows:
FORWITHHELDBROKER NON-VOTE
Demetrios L. Kouzoukas1,003,131,25111,409,888177,790,033
Andrew Toy1,011,117,8143,423,325177,790,033
Thomas L. Tran996,918,87917,622,260177,790,033
Proposal 2: Non-binding advisory vote to approve the compensation of the Company's Named Executive Officers for 2025.
The stockholders vote to approve, on a non-binding advisory basis, the compensation of the Company's Named Executive Officers for 2025. The results of the vote were as follows:
FORAGAINSTABSTAINBROKER NON-VOTE
1,003,065,4029,811,8251,663,812177,790,033
Proposal 3: Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote were as follows:
FORAGAINSTABSTAIN
1,188,467,6632,471,6061,391,903



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 thereunto duly authorized.
Clover Health Investments, Corp.
Date:June 12, 2026By:/s/Karen M. Soares
Name:Karen M. Soares
Title:General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

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