Molina shareholders approve 1.5M share increase to equity plan and 20% special meeting right

MOLINA HEALTHCARE, INC.

• Approved amendment to 2025 Equity Incentive Plan increasing authorized shares from 1,795,000 to 3,295,000 (1.5M new shares).
• Approved certificate amendment enabling stockholders with at least 20% voting power to call special meetings.
• Board adopted amended bylaws with procedural conditions for special meeting requests, including one-year holding period.
• Advisory say-on-pay vote passed with 22.5M for vs 20.1M against; all ten director nominees elected.
• Ratified Ernst & Young as independent auditor for 2026 with 45.9M votes for.

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