CLOVER HEALTH INVESTMENTS, CORP. /DE 8-K

What Happened Clover Health Investments, Corp. (CLOV) filed an 8-K on June 12, 2026 reporting the results of its June 10, 2026 virtual 2026 Annual Meeting of Stockholders. Shareholders elected three Class II directors — Demetrios L. Kouzoukas, Andrew Toy and Thomas L. Tran — each to serve until the 2029 annual meeting. The meeting also included a non-binding advisory vote to approve 2025 executive compensation (say-on-pay) and the ratification of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year 2026.

Key Details

• Meeting date and record date: Annual Meeting held June 10, 2026; record date April 15, 2026. Class A shares had 1 vote/share; Class B had 10 votes/share; both classes voted as a single class.
• Director election votes (certified):
  • Demetrios L. Kouzoukas — For: 1,003,131,251; Withheld: 11,409,888; Broker non-vote: 177,790,033.
  • Andrew Toy — For: 1,011,117,814; Withheld: 3,423,325; Broker non-vote: 177,790,033.
  • Thomas L. Tran — For: 996,918,879; Withheld: 17,622,260; Broker non-vote: 177,790,033.
• Say-on-pay (non-binding): For 1,003,065,402; Against 9,811,825; Abstain 1,663,812; Broker non-vote 177,790,033.
• Auditor ratification: Ernst & Young LLP ratified as independent registered public accounting firm for fiscal year ending December 31, 2026 — For 1,188,467,663; Against 2,471,606; Abstain 1,391,903.

Why It Matters These votes confirm the company’s board slate and governance decisions for investors: the re-election of three directors maintains board continuity through 2029; the majority support for the non-binding say-on-pay indicates shareholder approval of the company's 2025 executive compensation program; and ratification of Ernst & Young preserves auditor continuity for fiscal 2026. The filing contains no new financial results or operational guidance.