UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 9, 2022, Oscar Health, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 14, 2022 (the “Record Date”), there were 175,875,529 shares of Class A common stock outstanding, each share being entitled to one vote, and 35,115,807 shares of Class B common stock outstanding, each share of Class B common stock being entitled to 20 votes (the Class A common stock and Class B common stock, collectively, the “Common Stock”). Accordingly, as of the Record Date, there were 175,875,529 Class A common stock votes and 702,316,140 Class B common stock votes, respectively, available to be cast, for a total of 878,191,669 votes available to be cast. At the Annual Meeting, the holders of 779,809,939 votes of the Common Stock were represented in person or by proxy, constituting a quorum. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 26, 2022, as updated by the supplement to the Definitive Proxy Statement filed on May 24, 2022.
Item 1 — Election of eight directors to hold office until the Annual Meeting of Stockholders to be held in 2023 and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal.
| Nominee | Votes FOR | Votes WITHHELD |
Broker Non-Votes | |||||||||
| Jeffery H. Boyd |
729,366,916 | 5,097,484 | 45,345,539 | |||||||||
| Joshua Kushner |
719,397,144 | 15,067,256 | 45,345,539 | |||||||||
| Charles E. Phillips, Jr |
728,601,448 | 5,862,952 | 45,345,539 | |||||||||
| David Plouffe |
728,268,735 | 6,195,665 | 45,345,539 | |||||||||
| Elbert O. Robinson, Jr. |
729,543,773 | 4,920,627 | 45,345,539 | |||||||||
| Siddhartha Sankaran |
729,505,025 | 4,959,375 | 45,345,539 | |||||||||
| Mario Schlosser |
729,542,274 | 4,922,126 | 45,345,539 | |||||||||
| Vanessa A. Wittman |
729,549,844 | 4,914,556 | 45,345,539 | |||||||||
Item 2 — Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 779,353,952 | 276,119 | 179,868 | 0 |
Item 3 — Approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers.
| Votes for 1 Year | Votes for 2 Years | Votes for 3 Years | Votes ABSTAINED | Broker Non-Votes | ||||
| 734,001,416 | 14,014 | 279,598 | 169,372 | 45,345,539 |
Based on the foregoing votes, the eight director nominees were elected, Item 2 was approved and the Company’s stockholders recommended that future stockholder advisory votes on the compensation of the Company’s named executive officers be held every year. Based on the foregoing voting results and consistent with the Board of Directors’ recommendation, the Board of Directors has determined to hold an advisory vote on the compensation of the Company’s named executive officers every year until the next advisory vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers is submitted to the stockholders or the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the Company.
SIGNATURES
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.
| Oscar Health, Inc. | ||||||
| Date: June 14, 2022 | By: | /s/ Ranmali Bopitiya | ||||
| Ranmali Bopitiya | ||||||
| Chief Legal Officer | ||||||