CLOVER HEALTH INVESTMENTS, CORP. current report, 31 January 2023

Filing Overview

Clover Health Investments, Corp. filed a Form 8-K reporting that its Board of Directors set the 2023 Annual Meeting of Stockholders for June 7, 2023. The earliest reported event occurred January 31, 2023; the filing was signed February 2, 2023.

Business Context and Reporting Period

This filing concerns annual meeting scheduling and stockholder proposal deadlines. It does not report quarterly or annual operating results and does not cover a financial reporting period.

Financial Metrics

The filing provides no information on revenue, profit, cash flow, margins, debt, liquidity, or other financial metrics.

Material Changes and Corporate Actions

  • The 2023 Annual Meeting will be held on Wednesday, June 7, 2023.
  • Because the meeting date differs by more than 30 days from the anniversary of the 2022 annual meeting, the Company established specific stockholder proposal and nomination deadlines.
  • The meeting time and location will be provided in the proxy statement.

Deadlines, Outlook, and Risks

  • Rule 14a-8 proposals for inclusion in the proxy materials must be received by February 13, 2023.
  • Proposals, director nominations, or other business submitted outside Rule 14a-8 must be submitted no earlier than close of business on February 7, 2023, and no later than close of business on March 9, 2023.
  • Stockholders soliciting proxies under the SEC universal proxy rules must comply with Rule 14a-19 and the Company’s amended and restated bylaws.
  • Submissions must be delivered to the Company’s principal executive office and comply with applicable SEC rules and bylaw procedures.

Investor Verification Points

  • Confirm the final time, location, and agenda in the 2023 proxy statement.
  • Verify that any stockholder proposal or nomination satisfies the applicable deadline, SEC requirements, and bylaw procedures.
  • Review the proxy statement for voting matters, director nominees, and any additional corporate actions.