Oscar Health 2026 meeting backs board and pay

Oscar Health, Inc. reported the results of its 2026 Annual Meeting of Stockholders.

(Moderate)

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Oscar Health, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected eight directors to serve until the 2027 Annual Meeting, with each nominee receiving over 770 million votes when including high-vote Class B shares.

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 765,188,330 votes in favor, 8,859,050 against, and 329,648 abstaining. They also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, with 819,470,681 votes for and 710,425 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Class A shares outstanding: 265,530,268 shares Class B shares outstanding: 35,591,356 shares Votes represented at meeting: 820,307,497 votes +4 more

7 metrics

Class A shares outstanding 265,530,268 shares As of record date April 10, 2026

Class B shares outstanding 35,591,356 shares As of record date April 10, 2026

Votes represented at meeting 820,307,497 votes Total votes present or by proxy at 2026 Annual Meeting

Say-on-pay votes for 765,188,330 votes Advisory approval of named executive officer compensation

Auditor ratification votes for 819,470,681 votes Ratification of PwC as 2026 independent registered public accounting firm

Votes for Mark T. Bertolini 772,818,926 votes Director election at 2026 Annual Meeting

Votes for Mario Schlosser 773,697,551 votes Director election at 2026 Annual Meeting

Key Terms

broker non-votes, emerging growth company, advisory vote, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

"Nominee | Votes FOR | Votes WITHHELD | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

emerging growth company regulatory

"Emerging growth company On June 4, 2026, Oscar Health, Inc."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

advisory vote financial

"Proposal 2 – Advisory vote to approve named executive officer compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm regulatory

"Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026"

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.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Oscar Health (OSCR) stockholders decide at the 2026 Annual Meeting?

Oscar Health stockholders elected eight directors, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as independent auditor for 2026. The meeting had a quorum, with 820,307,497 votes represented in person or by proxy across Class A and Class B shares.

Were Oscar Health (OSCR) director nominees elected at the 2026 meeting?

All eight Oscar Health director nominees were elected to serve until the 2027 Annual Meeting. Each nominee, including Mark T. Bertolini and Mario Schlosser, received more than 770 million votes for, with relatively small withhold votes and 45,930,469 broker non-votes reported for each director.

How did Oscar Health (OSCR) stockholders vote on executive compensation in 2026?

Stockholders approved Oscar Health’s named executive officer compensation in a non-binding advisory vote. The resolution received 765,188,330 votes for, 8,859,050 against, and 329,648 abstentions, with an additional 45,930,469 broker non-votes. This indicates broad support for the company’s 2026 executive pay program.

Did Oscar Health (OSCR) stockholders ratify the 2026 independent auditor?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as Oscar Health’s independent registered public accounting firm for 2026. The proposal received 819,470,681 votes for, 710,425 against, and 126,391 abstentions, with no broker non-votes reported, indicating strong backing for continuing with PwC as auditor.

What level of shareholder participation did Oscar Health (OSCR) have at the 2026 meeting?

The 2026 Annual Meeting achieved a quorum with 820,307,497 votes represented in person or by proxy. As of the April 10, 2026 record date, 265,530,268 Class A shares and 35,591,356 Class B shares were outstanding, each Class B share carrying 20 votes.

How is voting power structured between Oscar Health (OSCR) Class A and Class B stock?

Oscar Health has dual-class common stock. As of April 10, 2026, each of the 265,530,268 Class A shares carried one vote, while each of the 35,591,356 Class B shares carried 20 votes. This structure concentrates voting power in Class B holders despite fewer shares outstanding.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 06/09/2026 - 04:11 PM EDT

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 4, 2026

Oscar Health, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-40154

46-1315570

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

75 Varick Street, 5th Floor

New York, New York 10013

(Address of Principal Executive Offices) (Zip Code)

(646) 403-3677

(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:

Title of each class

Trading

Symbols

Name of each exchange

on which registered

Class A Common Stock, $0.00001 par value per share

OSCR

New 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 5.07.			Submission of Matters to a Vote of Security Holders.

On June 4, 2026, Oscar Health, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 10, 2026 (the “Record Date”), there were 265,530,268 shares of Class A common stock outstanding, each share being entitled to one vote, and 35,591,356 shares of Class B common stock outstanding, each share of Class B common stock being entitled to 20 votes. At the Annual Meeting, the holders of 820,307,497 votes of the Common Stock were represented in person or by proxy, constituting a quorum.

The stockholders of the Company voted as follows at the Annual Meeting:

Proposal 1 – Election of eight director nominees to serve until the 2027 Annual Meeting:



Nominee	Votes FOR		Votes WITHHELD		Broker Non-Votes
Mark T. Bertolini		772,818,926		1,558,102		45,930,469
William J. Gassen III		750,059,354		24,317,674		45,930,469
Joshua Kushner		773,650,856		726,172		45,930,469
Laura Lang		773,617,446		759,582		45,930,469
David Alexander Plouffe		770,608,329		3,768,699		45,930,469
Siddhartha Sankaran		771,818,551		2,558,477		45,930,469
Mario Schlosser		773,697,551		679,477		45,930,469
Vanessa Ames Wittman		772,915,630		1,461,398		45,930,469

Proposal 2 – Advisory vote to approve named executive officer compensation:



Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
765,188,330	8,859,050	329,648	45,930,469

Proposal 3 – Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026:

Votes FOR

Votes AGAINST

Votes ABSTAINED

Broker Non-Votes

819,470,681

710,425

126,391

–

Based on the foregoing votes, the eight director nominees were elected, and Items 2 and 3 were approved.

SIGNATURES

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.


			Oscar Health, Inc.

			By:						/s/ Adam McAnaney
			Name:						Adam McAnaney
			Title:						Chief Legal Officer

Date: June 9, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents