Washington, D.C. 20549
Date of Report (Date of earliest event reported): September 9, 2021
(September 8, 2021)
MOLINA HEALTHCARE, INC.
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Entry into a Material Definitive Agreement.
Effective as of September 8, 2021,
Molina Healthcare, Inc. (the “Company”) has entered into an amended
and restated employment agreement with Joseph M.
our current President and Chief Executive Officer (the “amended
The amended agreement amends and restates the employment agreement
originally entered into by the Company and Mr.
Zubretsky on October 9, 2017
(the “original agreement”),
as reported and described in the Company’s Form 8-K
current report filed on October 10, 2017.
The amended agreement continues Mr.
Zubretsky’s employment as President and Chief Executive Officer of
the Company under the same general terms and conditions as was the
case under the original agreement,
but updates the original agreement with regard to unvested
equity-based awards that are subject to performance-based
vesting conditions (the “Performance-Based
Awards”) to better align the treatment of those
Awards with the Company’s subsequently adopted long-term
incentive programs and practices.
Zubretsky’s employment with the Company terminates due to a
termination without “Cause” or resignation for “Good Reason” (as
such terms are defined in the amended agreement),
in addition to his previously provided severance
any Performance-Based Awards will now vest on a prorated
subject to the achievement then-to-date
of the identified performance metrics at or above the specified
threshold level for vesting. Such proration shall be based on the
number of fiscal quarters that have elapsed over the relevant
performance measurement period (typically 12 fiscal quarters)
through the fiscal quarter in which termination occurs,
multiplied by the projected final achievement level of the relevant
metric based on straight-line extrapolation to the end of the full
Also, if Mr.
Zubretsky’s services are terminated without Cause or by
Zubretsky for Good Reason within 24 months following a Change in
in addition to his existing severance benefits,
rather than vesting at target,
any then unvested Performance-Based Awards will vest on his last
day of employment based on the greater of: (i) target performance,
and (ii) the projected final achievement of the performance metric
through the measurement period based on the straight-line
extrapolation of actual achievement through the end of the
relevant performance measurement period.
Zubretsky elects to voluntarily retire after reaching age 65, and
provided that he gives the Company at least one-year’s advance
notice of his intended retirement,
upon his retirement, rather than vesting at target, any then
unvested Performance-Based Awards shall likewise vest at the
greater of target and projected final achievement. In the event the
Company were to give Mr.
days advance written notice of his termination by the Company
without “Cause,” Mr.
Zubretsky may elect to exercise his retirement rights within such
The foregoing description of the amended agreement does not purport
to be complete and is subject to, and qualified in its entirety
the full text of the amended agreement. A copy of the amended
agreement is being filed as Exhibit
10.1 hereto and is incorporated herein by reference.
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
The information set forth in Item 1.01
of this Current Report on Form 8-K
is hereby incorporated into this Item 5.02
Regulation FD Disclosure.
A copy of the press release relating to Mr.
Zubretsky’s amended agreement is attached hereto as Exhibit
Note: The information furnished herewith pursuant to Item
of this current report shall not be deemed to be “filed” for the
purpose of Section 18 of the Exchange Act or otherwise subject to
the liabilities of that section,
and shall not be incorporated by reference into any registration
statement or other document filed by the Company under the
Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing