| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On June 6, 2024, Oscar Health, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 10, 2024 (the “Record Date”), there were 201,466,384 shares of Class A common stock outstanding, each share being entitled to one vote, and 35,514,201 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 201,466,384 Class A common stock votes and 710,284,020 Class B common stock votes, respectively, available to be cast, for a total of 911,750,404 votes available to be cast. At the Annual Meeting, the holders of 862,222,532 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 25, 2024.
Item 1 - Election of ten directors to hold office until the Annual Meeting of Stockholders to be held in 2025 and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal.
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| Nominee |
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Votes FOR |
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Votes
WITHHELD |
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Broker Non-Votes |
| Mark T. Bertolini |
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840,385,804 |
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995,581 |
|
20,841,147 |
| Jeffery H. Boyd |
|
838,844,381 |
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2,537,004 |
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20,841,147 |
| William Gassen III |
|
839,353,787 |
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2,027,598 |
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20,841,147 |
| Joshua Kushner |
|
795,914,488 |
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45,466,897 |
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20,841,147 |
| Laura Lang |
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828,871,267 |
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12,510,118 |
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20,841,147 |
| David Plouffe |
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839,076,028 |
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2,305,357 |
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20,841,147 |
| Elbert O. Robinson, Jr. |
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840,232,216 |
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1,149,169 |
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20,841,147 |
| Siddhartha Sankaran |
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835,849,067 |
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5,532,318 |
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20,841,147 |
| Mario Schlosser |
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836,093,799 |
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5,287,586 |
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20,841,147 |
| Vanessa A. Wittman |
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840,303,047 |
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1,078,338 |
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20,841,147 |
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, 2024.
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| Votes FOR |
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Votes AGAINST |
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Votes ABSTAINED |
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Broker Non-Votes |
| 861,722,397 |
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440,912 |
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59,223 |
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0 |
Item 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
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| Votes FOR |
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Votes AGAINST |
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Votes ABSTAINED |
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Broker Non-Votes |
| 790,922,167 |
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50,399,416 |
|
59,802 |
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20,841,147 |
Based on the foregoing votes, the ten director nominees were elected, and Items 2 and 3 were approved.