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): April 27, 2016
MOLINA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-31719 | 13-4204626 | ||
| (State of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
200 Oceangate, Suite 100,
Long Beach, California 90802
(Address of principal executive offices)
Registrant’s telephone number, including area code: (562) 435-3666
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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On April 27, 2016, Molina Healthcare, Inc., a Delaware corporation (the “Company”), held its 2016 Annual Meeting of Stockholders. At the meeting, a total of 54,080,087 shares were voted, representing 95.57% of the 56,585,520 shares outstanding as of the March 8, 2016 record date.
At the Company’s 2016 Annual Meeting of Stockholders, the stockholders:
| (1) | elected all three of the Company’s nominees for Class II directors; and |
| (2) | ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2016. |
Shares were voted on the proposals as follows:
With regard to Proposal No. 1 for the election of three Class II directors, the stockholders voted as follows:
| Director |
Votes For | Votes Against |
Abstentions | Broker Non-Votes |
% of Votes For | |||||
| Charles Z. Fedak | 49,611,090 | 995,831 | 6,717 | 3,466,449 | 98.02% | |||||
| John C. Molina | 46,261,581 | 4,346,195 | 5,818 | 3,466,493 | 91.40% | |||||
| Steven J. Orlando | 50,027,714 | 579,158 | 6,767 | 3,466,448 | 98.84% |
With regard to Proposal No. 2 for the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2016, the stockholders voted as follows:
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes |
% of Votes For | ||||
| 53,438,873 | 628,454 | 12,759 | 0 | 98.81% |
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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 2, 2016 | By: | /s/ Jeff D. Barlow | ||||
| Jeff D. Barlow | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||
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