---
schema_version: "secwatch.filing_event.v1"
accession: "0001801170-23-000041"
form_type: "8-K"
ticker: "CLOV"
cik: "0001801170"
company_name: "CLOVER HEALTH INVESTMENTS, CORP. /DE"
filed_at: "2023-06-09T23:59:59+00:00"
generated_at: "2026-06-14T04:08:57.019753+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Clover Health shareholders elect directors, approve say-on-pay and auditor ratification at 2023 annual meeting

## Summary
- Directors Demetrios L. Kouzoukas and Andrew Toy elected with ~937M and ~939M votes for, respectively; 123M broker non-votes.
- Say-on-pay proposal approved: 938.8M for, 15.4M against, 1.4M abstain; broker non-votes 123M.
- Ratification of Ernst & Young as FY2023 auditor passed: 1.07B for, 3.3M against, 1.7M abstain.
- All three proposals passed with strong majority support; no contested matters.

## SEC filing metadata
- accession: 0001801170-23-000041
- form_type: 8-K
- ticker: CLOV
- cik: 0001801170
- company_name: CLOVER HEALTH INVESTMENTS, CORP. /DE
- filed_at: 2023-06-09T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1801170/000180117023000041/0001801170-23-000041-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1801170/000180117023000041/clov-20230607.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001801170-23-000041
- JSON: https://secwatch.observer/filing/0001801170-23-000041.json
- Plain text: https://secwatch.observer/filing/0001801170-23-000041.txt

## Key facts
- Shareholder Votes
  CLOVER HEALTH INVESTMENTS, CORP. /DE shareholders approved Non-binding advisory vote to approve the compensation of the Company's Named Executive Officers for 2022 at the 2023-06-07 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-07
  source text: Non-binding advisory vote to approve the compensation of the Company's Named Executive Officers for 2022: The stockholders vote to approve, on a non-binding advisory basis, the compensation of the Company's Named Executive Officers for 2022. The results of the vote were as follows: For Against Abstain Broker Non-Votes 938,847,123 15,400,898 1,440,947 123,427,586
  evidence_url: https://www.sec.gov/Archives/edgar/data/1801170/000180117023000041/0001801170-23-000041-index.htm
- Shareholder Votes
  CLOVER HEALTH INVESTMENTS, CORP. /DE shareholders approved Election of 2 Class II directors at the 2023-06-07 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-07
  source text: The results of the election were as follows: Nominee For Withheld Broker Non-Votes Demetrios L Kouzoukas 937,464,810 18,224,158 123,427,586 Andrew Toy 939,487,709 16,201,259 123,427,586
  evidence_url: https://www.sec.gov/Archives/edgar/data/1801170/000180117023000041/0001801170-23-000041-index.htm
- Shareholder Votes
  CLOVER HEALTH INVESTMENTS, CORP. /DE shareholders approved Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-06-07 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-07
  source text: Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the vote were as follows: For Against Abstain 1,074,118,616 3,280,363 1,717,575
  evidence_url: https://www.sec.gov/Archives/edgar/data/1801170/000180117023000041/0001801170-23-000041-index.htm

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