UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 22, 2022
CLOVER HEALTH INVESTMENTS, CORP.
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||||||
of Incorporation) | Identification No.) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
Registrant’s Telephone Number, Including Area Code: (201 ) 432-2133
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Trading | ||||||||||||||
Title of each class | Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders .
On September 22, 2022, Clover Health Investments, Corp. (the "Company" or "Clover") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting") virtually via live webcast. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 12, 2022 (the “Proxy Statement”). Holders of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on August 2, 2022 (the “Record Date”) and holders of the Company’s Class B common stock were entitled to ten votes for each share held as of the close of business on the Record Date. The Class A common stock and Class B common stock voted as a single class on all matters. The matters voted upon at the Annual Meeting and the final voting results, as certified by the Company's independent inspector of election, are set forth below:
Proposal 1: Election of 2 Class I directors.
Lee A. Shapiro and William Robinson, Jr. were each elected to the Company’s board of directors as Class I directors, to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified. The results of the election were as follows:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Lee A. Shapiro | 920,941,345 | 22,091,756 | 140,002,057 | |||||||||||||||||
| William Robinson, Jr. | 928,236,387 | 14,796,714 | 140,002,057 | |||||||||||||||||
Proposal 2: Non-binding advisory vote to approve the frequency with which stockholders will participate in future non-binding advisory votes regarding the compensation of Clover's named executive officers.
The stockholders approved 1 year on a non-binding advisory basis as the frequency with which stockholders will participate in future non-binding advisory votes regarding the compensation of Clover's named executive officers. The results of the vote were as follows:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 940,540,779 | 617,597 | 757,053 | 1,117,672 | 140,002,057 | ||||||||||||||||||||||
Based on the recommendation of the board of directors of the Company and the voting results from Proposal 2, the Company will include a non-binding advisory vote regarding the compensation of Clover’s named executive officers every one year until the next required non-binding advisory vote on the frequency of future non-binding advisory votes regarding compensation of Clover’s named executive officers.
Proposal 3: Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2022.
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, 2022. The results of the vote were as follows:
| For | Against | Abstain | ||||||||||||
| 1,078,668,100 | 3,991,054 | 376,004 | ||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Clover Health Investments, Corp. | ||||||||||||||
| Date: | September 23, 2022 | By: | /s/ Joseph Martin | |||||||||||
| Name: | Joseph Martin | |||||||||||||
| Title: | General Counsel and Corporate Secretary | |||||||||||||