---
schema_version: "secwatch.filing_event.v1"
accession: "0001179929-23-000072"
form_type: "8-K"
ticker: "MOH"
cik: "0001179929"
company_name: "MOLINA HEALTHCARE, INC."
filed_at: "2023-05-05T23:59:59+00:00"
generated_at: "2026-06-15T15:56:03.828150+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.05
calibrated_materiality_score: 0.05
confidence: "high"
source: SEC EDGAR
---

# Molina Healthcare stockholders elect all nine director nominees at annual meeting

## Summary
- 93.51% of outstanding shares voted (54,488,955 of 58,268,825) as of March 8, 2023 record date.
- All nine directors elected; Steven J. Orlando received 47,950,332 for, 4,488,986 against.
- Say-on-pay proposal passed with 44,548,396 for, 7,888,118 against.
- Stockholders selected one-year frequency for future advisory votes on executive compensation.
- Ratification of Ernst & Young as auditor approved with 52,159,920 for, 2,320,473 against.

## SEC filing metadata
- accession: 0001179929-23-000072
- form_type: 8-K
- ticker: MOH
- cik: 0001179929
- company_name: MOLINA HEALTHCARE, INC.
- filed_at: 2023-05-05T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.05
- calibrated_materiality_score: 0.05
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1179929/000117992923000072/0001179929-23-000072-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1179929/000117992923000072/moh-20230503.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001179929-23-000072
- JSON: https://secwatch.observer/filing/0001179929-23-000072.json
- Plain text: https://secwatch.observer/filing/0001179929-23-000072.txt

## Key facts
- Shareholder Votes
  MOLINA HEALTHCARE, INC. shareholders approved Election of nine directors at the 2023-05-03 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-03
  source text: With regard to Proposal No. 1, all nine nominated directors were elected to hold office until the 2024 annual meeting.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1179929/000117992923000072/0001179929-23-000072-index.htm
- Shareholder Votes
  MOLINA HEALTHCARE, INC. shareholders approved Ratification of appointment of Ernst & Young LLP as independent auditor at the 2023-05-03 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-03
  source text: With regard to Proposal No. 4 for the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023, the stockholders voted as follows: Votes For Votes Against Abstentions 52,159,920 2,320,473 8,562
  evidence_url: https://www.sec.gov/Archives/edgar/data/1179929/000117992923000072/0001179929-23-000072-index.htm
- Shareholder Votes
  MOLINA HEALTHCARE, INC. shareholders approved Advisory vote on frequency of say-on-pay at the 2023-05-03 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-03
  source text: With regard to Proposal No. 3 for the approval of the frequency of a non-binding advisory vote of the stockholders on the compensation of our named executive officers, the stockholders voted as follows: One Year Two Years Three Years Abstentions 51,720,836 6,859 708,345 13,744
  evidence_url: https://www.sec.gov/Archives/edgar/data/1179929/000117992923000072/0001179929-23-000072-index.htm
- Shareholder Votes
  MOLINA HEALTHCARE, INC. shareholders approved Advisory vote on executive compensation at the 2023-05-03 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-03
  source text: 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 for 2023, the stockholders voted as follows: Votes For Votes Against Abstentions Broker Non-Votes 44,548,396 7,888,118 13,270 2,039,171
  evidence_url: https://www.sec.gov/Archives/edgar/data/1179929/000117992923000072/0001179929-23-000072-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.