The low say-on-pay approval (53%) signals shareholder discontent with executive compensation, which may lead to future proxy fights or board engagement. Monitor next earnings call for management's response and any changes to compensation structure. The special meeting right, while granted, has high thresholds and is unlikely to be used in the near term.
Price Chart
Executive Summary
Molina Healthcare filed an 8-K reporting results of its 2026 Annual Meeting. All 10 director nominees were elected, and all five stockholder proposals passed. Notably, the say-on-pay proposal received only 53% support (22.5M for, 20.1M against), indicating significant shareholder dissatisfaction. The equity incentive plan shares were increased by 1.5 million to 3.295 million shares, and the certificate of incorporation was amended to allow stockholders with at least 20% voting power to call special meetings (subject to procedural requirements). These are routine governance updates with no immediate financial impact.
Key Facts
- Annual meeting held on May 6, 2026; 90.55% of shares represented.
- All 10 director nominees elected; Ronna E. Romney received the most against votes (4.0M).
- Say-on-pay proposal passed with 52.8% support (22.5M for vs 20.1M against).
- Equity incentive plan amendment approved: shares increased by 1.5M to 3.295M.
- Certificate of incorporation amended to allow 20% holders to call special meetings.
- Bylaws amended and restated with special meeting procedures and proxy access provisions.
Financial Impact
Minor potential dilution from the 1.5M share increase; no material financial magnitude.
Risk Factors
- Potential shareholder activism or proxy contest due to low say-on-pay support.
- Increased dilution from the expanded equity plan (1.5M additional shares).
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001179929-26-000026 |
| Exhibit: exhibit31_certificateofame.htm | 0001179929-26-000026 |
| Exhibit: exhibit101_amendmentnumber.htm | 0001179929-26-000026 |
| Document: moh-20260506.htm | 0001179929-26-000026 |
| Document: 0001179929-26-000026-index-headers.html | 0001179929-26-000026 |
| Document: 0001179929-26-000026-index.html | 0001179929-26-000026 |
| Document: 0001179929-26-000026.txt | 0001179929-26-000026 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jul 30, 2026 9w ago | Institutional Cluster | $194.70 $198.75 | ▲ +2.08% | ▼ −1.89% | $182.55 (−6.24%) |
Jun 11, 2026 16w ago | Institutional Cluster | $193.20 $232.09 | ▲ +20.13% | ▲ +18.24% | $182.55 (−5.51%) |
Jun 10, 2026 16w ago | 8-K | $193.20 $232.09 | ▲ +20.13% | ▲ +18.24% | $182.55 (−5.51%) |
May 15, 2026 19w ago | Insider Cluster | $184.65 $201.87 | ▲ +9.33% | ▲ +7.14% | $182.55 (−1.13%) |
May 11, 2026 20w ago | 8-K | $184.46 $203.06 | ▲ +10.08% | ▲ +10.39% | $182.55 (−1.03%) |
May 8, 2026 21w ago | 8-K | $185.26 $190.86 | ▲ +3.02% | ▲ +3.00% | $182.55 (−1.46%) |
Apr 22, 2026 23w ago | 8-K | $172.71 $182.24 | ▼ −5.52% | ▼ −0.88% | $182.55 (−5.70%) |
Mar 23, 2026 27w ago | DEFA14A | $141.34 $152.92 | ▲ +8.19% | ▼ −0.71% | $182.55 (+29.16%) |
Feb 28, 2026 30w ago | Institutional Cluster | $152.21 $130.84 | ▼ −14.04% | ▼ −6.10% | $182.55 (+19.94%) |
US Market Status
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