AGM 2021

May 6, 2021

Good morning, and welcome to the 2021 Annual Meeting of Stockholders for Molina Healthcare, which we are conducting virtually this year. I would now like to turn the meeting over to the Chairman of our Board of Directors, Mr. Dale Wolf, who will preside over the annual meeting. Thanks, Julie, and welcome everybody, including those stockholders who are listening in. I'm now calling the meeting to order. Joe Zubretsky, the company's President and Chief Executive Officer, his senior executive team and all the members of our Board of Directors are also in attendance. Finally, we have on the line Mr. Carlos Gutierrez of who will be available to answer any questions concerning the company's financial statements during the Q and A period following the conclusion of the formal portion of the meeting. The Secretary of the meeting today will be Jeff Barlow, the company's Chief Legal Officer and Secretary and the Inspector of Elections will be Ron Kurtz, the Company Executive Vice President and Chief of Staff to the CEO. Any questions the stockholders have can be submitted on the screen provided and will be answered at the end of the meeting. We will attempt to answer your questions, but in the interest of time, if certain questions are not answered on the call, we'll follow-up with you separately after the meeting. We request that each stockholder who submits a question identify him or herself and their institutional affiliation, if any, for the record. All questions submitted should, of course, be relevant and appropriate to the matters addressed during this meeting. The Secretary of the meeting has presented proof by an affidavit of mailing establishing that notice of the meeting was duly given. This affidavit of mailing will be incorporated into the minutes of the meeting. All stockholders of record at the close of business on March 9, 2021 are entitled to vote. I would now like to ask the secretary to report whether there are sufficient shares represented at the annual meeting, either in person or by proxy to constitute a quorum. Yes, Mr. Chairman. A quorum is present as there are 4,045,170 shares represented in person or by proxy, which constitutes 92 point 6% of the 58,381,480 outstanding shares entitled to vote at this annual meeting. Great. Thank you. Because a quorum is present, I declare this annual meeting convene for purposes of transacting such business as may properly come before it. At this annual meeting, stockholders are voting on 3 proposals. The first proposal is to elect 3 Class 1 and 3 Class 3 directors to hold office until the 2022 Annual Meeting. The Board recommends the election of each of Doctor. Stephen Lockhart, Daniel Cooperman and Richard Shapiro as Class 1 Directors, as well as Rona Romney, Dale Wolf and Joe Zubretsky as Class 3 Directors. Proposal number 2 is to consider and approve on a non binding advisory basis the compensation of our named executive officers. The Board recommends a vote for the proposal to approve the compensation of our named executive officers as described in the 2021 proxy statement. Finally, proposal number 3 is to ratify the appointment of as our independent registered public accounting firm for 2021. The Board recommends the ratification of the appointment of as the company's independent registered public accounting firm for 2021. Jeff Barlow and Bert Park will act as proxies to vote the shares of the stockholders of the company who have voted by proxy. Stockholders who voted by proxy do not need to vote today. Any stockholder desiring to vote at this meeting may vote their shares at the meeting by using the voting button on their screen. At this point, I will allow a few moments for any stockholder who needs to vote. Okay, I thank you. And I now declare the polls closed. I will now ask the secretary to report the results of the voting. 99.9% of the votes cast. 50,659,000 shares were voted for the reelection of Mr. Cooperman, representing 97.2 percent of the votes cast. 51,576,000 shares were voted for the reelection of Mr. Shapiro, representing 99.6% of the votes cast. 50,600 and 78,000 shares voted for the election of Ms. Romney, representing 97.8% of the votes cast 51,531,000 shares were voted for the reelection of Mr. Wolf, representing 99.5% of the votes cast And finally, 51,732,000 shares were voted for the reelection of Mr. Zabrtski, representing 99.8% of the votes cast. Therefore, each of Doctor. Steven Lockhart, Daniel Cooperman, Richard Shapiro, Ronald Romney, Del Woolf and Joe Zubretsky have been elected for a new 1 year term as Director. For proposal number 2 regarding seon pay, there were 51,169,849 shares voted to approve, representing 98 0.7% of the votes cast and therefore this proposal is also approved. Finally, for the ratification of the appointment of as the company's independent auditor, there were 52,000,000 637,494 shares voted to approve, representing 97.4% of the votes cast, and therefore, this proposal is also approved. A final tally of all votes will be recorded in a Form 8 ks filing by the company within the next 4 business days. Thank you. With that, we will now adjourn the formal portion of the annual meeting. I would like to now turn the call back over to Julie Trudell, Molina's SVP of Investor Relations for an introduction of Joe Zubretsky, our Chief Executive Officer. Thank you. Please note that various remarks made today may constitute forward looking statements. Listeners are cautioned that all of our forward looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from our current expectations. We advise listeners to review the risk factors discussed in our Form 10 ks Annual Report for 2020 filed with the SEC, as well as the risk factors discussed in our Form 10 Q and Form 8 ks filings with the SEC. I would now like to turn the meeting over to our Chief Executive Officer, Mr. Joe Zabrzebski. Thank you, Julie. In February, we gave a very comprehensive report of our full year 2020 earnings. We discussed our own analysis and assessment of our performance in 2020 in our annual letter to shareholders. And we just recently gave our full Q1 of 2021 earnings report and described our performance to all of our shareholders in public forum. So I have no other remarks at this time, but I'd be happy to answer any questions. There are no questions at this time. Thank you. Thank you everybody for your time today and your continued support of our company. Thank you. Thank you. The Melinda Healthcare Inc. Meeting has now come to an end. Thank you for attending. You may now disconnect.