Clover Health Investments Corp

1. 1

   Election of Class II Directors: Demetrios L. Kouzoukas, Andrew Toy and Thomas L. Tran

   ManagementBoard: FOR

   Elect Demetrios L. Kouzoukas, Andrew Toy and Thomas L. Tran as Class II directors to serve until the 2029 annual meeting.

2. 2

   Non-Binding Advisory Vote to Approve the Compensation of Our Named Executive Officers for 2025 (Say-on-Pay

   ManagementBoard: FOR

   Advisory vote to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers for 2025 as disclosed in the proxy statement.

   More detail

   This non-binding Say-on-Pay proposal asks stockholders to approve the Company’s overall 2025 executive compensation as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis and accompanying tables. Management is seeking shareholder approval primarily to validate its pay-for-performance approach, which it describes as aligning executive pay with the Company’s strategy and stockholder interests through a combination of base salary, annual cash incentives, long-term RSUs and multi-year cash MIP awards. Key context includes the Company’s shift back to a calendar-year compensation cycle, use of a six-month “stub period” bonus plus a full 2025 annual bonus plan, and long-term incentives that mix time-vesting RSUs and multi-year cash-based MIP tranches; the Committee retained Aon as an independent consultant to inform design. Notably, although some metrics (membership growth and retention) performed well, the Company did not meet the Adjusted EBITDA threshold and experienced a Stars rating result that materially reduced or eliminated payouts for the 2025 annual bonus and certain MIP tranche outcomes, illustrating that realized pay can be sensitive to operational and quality metrics. The board’s rationale for recommending FOR emphasizes retention, alignment with stockholders, pay-for-performance design features (clawbacks, ownership guidelines, no golden parachute gross-ups) and previous strong shareholder support for compensation (99.3% support at the 2025 meeting). Because the vote is advisory, management will consider the outcome when setting future compensation but is not bound to it; the proposal is therefore a governance signal about shareholder support for the Company’s compensation philosophy and the Talent and Compensation Committee’s decisions. Evaluating the proposal requires weighing the program’s long-term retention and alignment features against the recent outcome where financial and quality metrics limited payouts, and considering whether disclosure and metric selection adequately link pay to sustainable stockholder value.

3. 3

   Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal Year 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

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When is the Clover Health Investments Corp 2026 annual meeting?

Clover Health Investments Corp (CLOV) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.

What is the record date for the Clover Health Investments Corp 2026 meeting?

The record date for the Clover Health Investments Corp 2026 meeting is Wednesday, April 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Clover Health Investments Corp's 2026 meeting?

The board is presenting 3 director nominees at the Clover Health Investments Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Clover Health Investments Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Clover Health Investments Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.