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Oscar Health (NYSE: OSCR) 2026 vote backs directors, pay and auditor

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(Moderate)
Filing Sentiment
(Neutral)
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.

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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.
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
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”)"
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Understanding 8-K Material Events →
0001568651FALSE00015686512026-06-042026-06-04

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)
Delaware001-4015446-1315570
(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 shareOSCRNew 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:
NomineeVotes FORVotes WITHHELDBroker Non-Votes
Mark T. Bertolini772,818,9261,558,10245,930,469
William J. Gassen III750,059,35424,317,67445,930,469
Joshua Kushner773,650,856726,17245,930,469
Laura Lang773,617,446759,58245,930,469
David Alexander Plouffe770,608,3293,768,69945,930,469
Siddhartha Sankaran771,818,5512,558,47745,930,469
Mario Schlosser773,697,551679,47745,930,469
Vanessa Ames Wittman772,915,6301,461,39845,930,469

Proposal 2 – Advisory vote to approve named executive officer compensation:
Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
765,188,3308,859,050329,64845,930,469

Proposal 3 – Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026:
Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
819,470,681710,425126,391–

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

FAQ

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.

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