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Molina Healthcare (NYSE: MOH) OKs larger equity plan and 20% holder special-meeting right

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Rhea-AI Filing Summary

Molina Healthcare, Inc. reported results from its May 6, 2026 annual stockholder meeting. Stockholders approved an amendment to the 2025 Equity Incentive Plan, increasing the shares of common stock authorized for issuance by 1,500,000 shares to a total of 3,295,000 shares.

Investors also approved an amendment to the Certificate of Incorporation and related bylaw changes that allow stockholders holding at least 20% of the voting power, and meeting specified ownership and disclosure requirements, to request special meetings, subject to several limitations on repeat or overlapping agenda items.

All ten director nominees were elected and all five proposals passed, including advisory approval of named executive officer compensation and ratification of Ernst & Young LLP as independent auditor. The meeting had strong participation, with 47,172,628 shares represented, or 90.55% of the 52,091,073 shares outstanding as of the record date.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan increase 1,500,000 shares Additional shares authorized under 2025 Equity Incentive Plan
Total equity plan shares 3,295,000 shares Aggregate common stock authorized under 2025 Equity Incentive Plan after amendment
Special-meeting ownership threshold 20% voting power Minimum voting power required for stockholders to request a special meeting
Shares outstanding 52,091,073 shares Common stock issued and outstanding as of March 9, 2026 record date
Shares represented at meeting 47,172,628 shares Common stock represented in person or by proxy (90.55% of outstanding)
Say-on-pay votes for 22,459,321 votes Advisory approval of named executive officer compensation
Auditor ratification votes for 45,850,249 votes Ratification of Ernst & Young LLP as 2026 auditor
Special-meeting amendment votes for 42,570,475 votes Approval of amendment permitting stockholders to call special meetings
Equity Incentive Plan financial
"approval of an amendment to the Company’s 2025 Equity Incentive Plan to increase the number of shares"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Amended and Restated Bylaws regulatory
"the Board approved and adopted an amendment and restatement of the Company’s Amended and Restated Bylaws"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
Certificate of Amendment regulatory
"the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
special meeting of stockholders regulatory
"to allow stockholders holding at least 20% of the voting power ... to call a special meeting of stockholders"
A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.
non-binding, advisory basis financial
"for the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers"
independent registered public accounting firm financial
"for the ratification of the appointment of Ernst & Young LLP as the Company’s 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.
Understanding 8-K Material Events →
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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): May 11, 2026 (May 6, 2026)
______________
MOLINA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
Delaware1-3171913-4204626
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
______________
200 Oceangate, Suite 100,Long Beach,California90802
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (562) 435-3666
N/A
(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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 Par Value MOHNew 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 Section 13(a) of the Exchange Act.
☐


Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Molina Healthcare, Inc. (the “Company”) held on May 6, 2026, as further described in Item 5.07 below, the Company’s stockholders approved an amendment to the Company’s 2025 Equity Incentive Plan (the “2025 Plan Amendment”) to, increase the aggregate number of shares of the Company’s common stock authorized for issuance thereunder by 1,500,000 shares to 3,295,000 shares. The 2025 Plan Amendment previously had been approved, subject to stockholder approval, by the Company's Board of Directors.

A summary of the material terms of the 2025 Plan Amendment is set forth in “Proposal 4, Approval of the Amendment to the Molina Healthcare, Inc. 2025 Equity Incentive Plan” in the Company’s definitive proxy statement for the Annual Meeting (the “Proxy Statement”) filed with the Securities and Exchange Commission on March 23, 2026, which description is incorporation herein by reference. That summary and the foregoing description of the 2025 Plan Amendment are qualified in their entirety by reference to the text of the 2025 Plan Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 6, 2026, at the Annual Meeting, as further described in Item 5.07 below, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to allow stockholders holding at least 20% of the voting power of the outstanding shares of capital stock of the Company to call a special meeting of stockholders, subject to the requirements and procedures set forth in the Company’s Amended and Restated Bylaws, as now or hereinafter in effect (the “Special Meeting Amendment”).

Following the Annual Meeting, on May 6, 2026, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware, at which point the Special Meeting Amendment became effective.

In addition, on May 6, 2026, the Company’s Board of Directors (the “Board”) approved and adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately. Among other things, the amendments contained in the Amended and Restated Bylaws provide for the following:

•Requesting stockholder(s) must demonstrate that they own and have held continuously for at least one (1) year an aggregate of at least 20% of the voting power of the outstanding shares of capital stock of the Company.
•Requesting stockholder(s) must provide, among other things, the same information currently required by our Bylaws’ advance notice provisions.
•A special meeting request will not be valid if, among other things:
◦The requesting stockholder(s) do(es) not satisfy the applicable procedural and disclosure requirements;
◦the business requested to be transacted at such meeting is not a proper subject for stockholder action under applicable law;
◦the business proposed to be conducted at the meeting (other than the election of directors) is identical or substantially similar to an item of business (a “Similar Item”) for which a record date was previously fixed, and the request is delivered between the 61st day after and the one-year anniversary of such record date;
◦a Similar Item was covered at the most recent annual meeting or at a special meeting held within one year prior to the date on which the request was received;
◦a Similar Item of business is to be covered at a stockholder meeting called by the Board to be held within 90 days after the request is received; or
◦a Similar Item has been presented at the most recent annual meeting of stockholders or at any special meeting of stockholders held within one year prior to receipt of the request.



The Amended and Restated Bylaws also incorporate certain technical, modernizing, clarifying and conforming changes.

The foregoing descriptions of the Special Meeting Amendment and the Amended and Restated Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Certificate of Amendment and Amended and Restated Bylaws, as applicable, which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

Item 5.07.    Submission of Matters to a Vote of Security Holders.
On May 6, 2026, the Company held its Annual Meeting. As of the close of business on March 9, 2026 (the “Record Date”), a total of 52,091,073 shares of the Company’s common stock (the “Common Stock”) were issued and outstanding. At the Annual Meeting, holders of 47,172,628 shares of Common Stock, or 90.55% of shares outstanding on the Record Date, were represented in person or by proxy, constituting a quorum. All director nominees were duly elected, and all proposals were approved by stockholders.

With regard to Proposal No. 1, for the election of the ten directors named below to hold office until the 2027 annual meeting, the stockholders voted as follows:
DirectorVotes ForVotes AgainstAbstentionsBroker
Non-Votes
Barbara L. Brasier41,403,0981,173,58050,8384,545,112
Leo P. Grohowski41,418,1551,159,78449,5774,545,112
Stephen H. Lockhart 42,374,279205,10148,1364,545,112
Steven J. Orlando40,955,9951,620,88950,6324,545,112
Ronna E. Romney 38,461,3914,035,124131,0014,545,112
Richard M. Schapiro 42,174,723403,52749,2664,545,112
Francis S. Soistman42,371,936199,75955,8214,545,112
Dale B. Wolf39,097,7143,479,90249,9004,545,112
Richard C. Zoretic42,369,441210,51347,5624,545,112
Joseph M. Zubretsky42,327,641277,64722,2284,545,112
With regard to Proposal No. 2, for the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers, the stockholders voted as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
22,459,32120,116,88851,3074,545,112


With regard to Proposal No. 3, for the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026, the stockholders voted as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
45,850,2491,293,65028,7290
With regard to Proposal No. 4, for the approval of an amendment to the Company’s 2025 Equity Incentive Plan to increase the number of shares available for issuance under such plan, the stockholders voted as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
31,318,14611,285,56923,8014,545,112
With regard to Proposal No. 5, for the approval of an amendment to the Company’s Certificate of Incorporation to permit stockholders to call special stockholders meetings, the stockholders voted as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
42,570,47542,70414,3374,545,112
Item 9.01.    Financial Statements and Exhibits.
(d)     Exhibits:
Exhibit No.Description
3.1
Certificate of Amendment to Certificate of Incorporation
3.2
Amended and Restated Bylaws of Molina Healthcare, Inc.
10.1
Amendment Number One to the Molina Healthcare, Inc. 2025 Equity Incentive Plan
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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:
May 11, 2026
By:
/s/ Jeff D. Barlow
Jeff D. Barlow
Chief Legal Officer and Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did Molina Healthcare (MOH) stockholders approve at the 2026 annual meeting?

Stockholders approved all five proposals, including electing ten directors, amending the 2025 Equity Incentive Plan, adding stockholder special-meeting rights, ratifying Ernst & Young LLP as auditor, and providing advisory approval of named executive officer compensation.

How many additional shares were authorized under Molina Healthcare’s 2025 Equity Incentive Plan?

Stockholders approved adding 1,500,000 shares of common stock under the 2025 Equity Incentive Plan, increasing the total shares authorized for issuance to 3,295,000. This expands the pool available for equity-based compensation awards to employees and directors.

What new special meeting rights did Molina Healthcare (MOH) stockholders gain?

An amendment to the Certificate of Incorporation now permits stockholders holding at least 20% of the voting power, and meeting ownership and disclosure requirements, to request special meetings, subject to limitations on repeat or substantially similar agenda items within defined time windows.

What was shareholder turnout at Molina Healthcare’s 2026 annual meeting?

At the meeting, 47,172,628 shares of common stock were represented in person or by proxy, equal to 90.55% of the 52,091,073 shares outstanding as of the March 9, 2026 record date, establishing a quorum for voting on all proposals.

How did Molina Healthcare (MOH) stockholders vote on executive compensation in 2026?

On a non-binding advisory basis, 22,459,321 votes were cast in favor of named executive officer compensation, 20,116,888 against, and 51,307 abstentions, with 4,545,112 broker non-votes. The proposal was approved but with a relatively close margin among votes cast.

Which auditor did Molina Healthcare stockholders ratify for 2026?

Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for 2026, with 45,850,249 votes for, 1,293,650 against, and 28,729 abstentions. There were no broker non-votes on this ratification proposal.

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