Oscar Health, Inc. current report, 09 June 2022

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Oscar Health, Inc. 8-K Summary

Business Context and Reporting Period

This Form 8-K reports the results of the 2022 Annual Meeting of Stockholders held by Oscar Health, Inc. on June 9, 2022. The filing details the voting outcomes for director elections, auditor ratification, and executive compensation advisory votes.

Key Financial Metrics

This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. It is a corporate governance report regarding stockholder voting results.

Material Changes and Voting Results

As of the Record Date (April 14, 2022), there were 878,191,669 total votes available. A quorum was established with 779,809,939 votes represented. The following proposals were approved:

  • Item 1 (Director Election): All eight nominees were elected. Notable vote counts included Jeffery H. Boyd (729,366,916 FOR) and Joshua Kushner (719,397,144 FOR).
  • Item 2 (Auditor Ratification): PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2022, with 779,353,952 votes FOR.
  • Item 3 (Compensation Frequency): Stockholders voted on an advisory basis to hold future executive compensation votes annually. The "1 Year" option received 734,001,416 votes.

Guidance, Outlook, and Risks

The filing does not provide management commentary, financial guidance, outlook, or specific risk factors. The Board of Directors has determined to hold annual advisory votes on executive compensation based on the stockholder recommendation.

Key Facts for Investor Verification

  • Confirm the election of all eight director nominees, including Joshua Kushner and Siddhartha Sankaran.
  • Note the overwhelming support for annual executive compensation advisory votes (over 734 million votes for the 1-year option).
  • Verify the ratification of PricewaterhouseCoopers LLP as the independent auditor for the 2022 fiscal year.
  • Review the dual-class voting structure: Class A shares have 1 vote per share, while Class B shares have 20 votes per share.