FALSE0001801170CLOVER HEALTH INVESTMENTS, CORP. /DE00018011702023-06-102023-06-10

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): June 10, 2024

CLOVER HEALTH INVESTMENTS, CORP.

(Exact name of Registrant as Specified in Its Charter)

Delaware
001-3925298-1515192
(State or Other Jurisdiction
(Commission File Number)
(IRS Employer
of Incorporation)
Identification No.)
3401 Mallory Lane, Suite 210
Franklin, Tennessee
37067
(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:

Trading
Title of each class
Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareCLOVThe NASDAQ Stock Market LLC
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 June 10, 2024, Clover Health Investments, Corp. (the "Company" or "Clover") held its 2024 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 April 26, 2024 (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 April 15, 2024 (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 Three Class III Directors.

Chelsea Clinton, Carladenise Armbrister Edwards and Vivek Garipalli were each elected to the Company’s Board of Directors as Class III directors, to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified. The results of the election were as follows:

FORWITHHELDBROKER NON-VOTE
Chelsea Clinton937,120,90226,227,596145,211,573
Carladenise Armbrister Edwards942,172,34321,176,155145,211,573
Vivek Garipalli941,392,58621,955,912145,211,573


Proposal 2: Non-binding advisory vote to approve the compensation of the Company's Named Executive Officers for 2023.

The stockholders vote to approve, on a non-binding advisory basis, the compensation of the Company's Named Executive Officers for 2023. The results of the vote were as follows:

FORAGAINSTABSTAINBROKER NON-VOTE
950,591,27210,963,4601,793,766145,211,573



Proposal 3: Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2024.

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, 2024. The results of the vote were as follows:

FORAGAINSTABSTAIN
1,100,958,5125,333,7012,267,858


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 hereunto duly authorized.


Clover Health Investments, Corp.
Date:June 13, 2024By:/s/Karen M. Soares
Name:Karen M. Soares
Title:General Counsel and Corporate Secretary


v3.24.1.1.u2
Cover
Jun. 10, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 10, 2024
Entity Registrant Name CLOVER HEALTH INVESTMENTS, CORP. /DE
Entity Incorporation, State or Country Code DE
Entity File Number 001-39252
Entity Tax Identification Number 98-1515192
Entity Address, Address Line One 3401 Mallory Lane
Entity Address, Address Line Two Suite 210
Entity Address, City or Town Franklin
Entity Address, State or Province TN
Entity Address, Postal Zip Code 37067
City Area Code 201
Local Phone Number 432-2133
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share
Trading Symbol CLOV
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001801170
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