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 advisory vote, 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 in 2025-2026.

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 to add 1.5 million shares, and amending the Certificate of Incorporation to allow holders of 20% of shares to call special meetings.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• Ten director nominees, including one new nominee, are up for election for one-year terms.

• The board emphasizes diversity, independence (all but the CEO are independent), and a mix of tenures, with 12-year term limits for new independent directors.

• Board committees include audit, compensation, governance and nominating, compliance and quality, and finance, all composed of independent directors.

• The chairman and CEO roles are separated, with an independent chairman.

• Annual board and committee self-evaluations and director education are conducted.