Molina Healthcare (MOH) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 6, 2026, with voting open to shareholders of record as of March 9, 2026.

• Key proposals include director elections, executive compensation, auditor ratification, equity plan amendment, and a charter amendment for special meetings.

• The company continues to focus on government-sponsored healthcare, serving 5.5 million members in 21 states, and has executed several new contracts and acquisitions to drive growth.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten directors, approving executive compensation (say-on-pay), ratifying Ernst & Young LLP as auditor, amending the 2025 Equity Incentive Plan, and amending the Certificate of Incorporation to allow shareholders with 20% ownership to call special meetings.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board consists of ten nominees, including one new nominee, with a mix of tenures and diverse expertise in healthcare, finance, and governance.

• Independent directors hold a majority, and the roles of chairman and CEO are separated.

• Board committees include Audit, Compensation, Corporate Governance & Nominating, Compliance & Quality, and Finance, all composed of independent directors.

• Annual board and committee evaluations, director term limits, and stock ownership guidelines are in place.