Molina Healthcare Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten director nominees to serve until the 2027 annual meeting.

2. 2

   Advisory Vote to Approve the Compensation of our Named Executive Officers

   ManagementBoard: FOR

   Non-binding, advisory approval of the compensation of the company’s named executive officers (say‑on‑pay).

   More detail

   This is an annual, non-binding 'say-on-pay' advisory vote asking shareholders to approve compensation disclosed for named executive officers for 2025, including the CD&A and compensation tables. Management seeks endorsement to validate its pay-for-performance approach after a poor 2025 say-on-pay result (40% support); the Compensation Committee engaged in extensive shareholder outreach, retained FW Cook, and defended the use of certain 2024 special retention performance-based PSU grants while noting such awards are unlikely to pay given subsequent financial performance. The board recommends 'FOR' to reflect the committee’s view that executive pay is aligned with performance and that recent governance responses and enhanced disclosure address investor concerns. A vote against would signal continued shareholder dissatisfaction and could lead the Compensation Committee to take further changes; a vote for is advisory and not binding, but the board will consider results when setting future compensation.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Ernst & Young LLP as the independent registered public accounting firm for 2026.

4. 4

   Approval of an Amendment to the 2025 Equity Incentive Plan

   ManagementBoard: FOR

   Approve amendment to increase authorized shares under the 2025 Equity Incentive Plan by 1,500,000 shares.

   More detail

   Management requests shareholder approval to increase the 2025 Equity Incentive Plan reserve by 1,500,000 shares (to 3,295,000) to support future equity grants for executives, employees and directors. The board argues equity awards are essential for retention and alignment and that without the increase the company would need to shift to cash-based compensation or alter its compensation philosophy. The filing discloses expected impact on dilution (fully-diluted overhang ~5% as of March 3, 2026), proposed governance limits (no liberal recycling, dividend restrictions on unvested awards, minimum exercise price, no repricing without shareholder approval, non-automatic single-trigger vesting on change in control, limits on annual non-employee director awards), and typical anti-dilution adjustments. The request follows the company’s historical use of PSUs and RSAs, and will support anticipated grants for non-employee directors and employees for approximately one year under current assumptions. The amendment is time-limited (plan terminates April 30, 2035) and includes standard tax and Section 409A compliance language. Approving the amendment maintains the company’s ability to issue equity incentives but entails shareholder dilution and may affect earnings per share; investors must weigh the retention and alignment benefits against dilution and potential overhang.

5. 5

   Amendment to Certificate of Incorporation to Permit Stockholders to Call Special Meetings

   ManagementBoard: FOR

   Amend Certificate of Incorporation to allow stockholders holding at least 20% of voting power with one-year continuous ownership to call special meetings, subject to bylaw procedures and restrictions.

Upcoming shareholder meetings at Molina Healthcare Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Molina Healthcare Inc 2026 annual meeting?

Molina Healthcare Inc (MOH) holds its 2026 annual shareholder meeting on Wednesday, May 6, 2026.

What is the record date for the Molina Healthcare Inc 2026 meeting?

The record date for the Molina Healthcare Inc 2026 meeting is Monday, March 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Molina Healthcare Inc's 2026 meeting?

The board is presenting 10 director nominees at the Molina Healthcare Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Molina Healthcare Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Molina Healthcare Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.