Clover Health Investments (CLOV) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 10, 2026, and will be held virtually, allowing shareholders to vote and ask questions online.

• Shareholders will vote on the election of three Class II directors, a non-binding say-on-pay proposal, and the ratification of Ernst & Young LLP as the independent auditor for 2026.

• The board recommends voting in favor of all proposals and emphasizes the alignment of the virtual meeting format with the company's remote-first values.

Voting matters and shareholder proposals

• Proposals include electing Demetrios L. Kouzoukas, Andrew Toy, and Thomas L. Tran as Class II directors until 2029.

• Advisory vote on executive compensation for 2025 (say-on-pay) and ratification of Ernst & Young LLP as auditor for 2026.

• Board recommends voting “FOR” all proposals.

• Shareholders can submit proposals for the 2027 meeting by December 29, 2026.

Board of directors and corporate governance

• Board consists of seven directors, with two vacant seats expected after the meeting; directors are divided into three classes with staggered terms.

• Leadership roles are separated: Executive Chairperson (Vivek Garipalli), CEO (Andrew Toy), and Lead Independent Director (Demetrios L. Kouzoukas).

• All directors except the CEO and Executive Chairperson are independent under Nasdaq standards.

• Committees include Audit, Talent and Compensation, Nominating and Corporate Governance, and Clinical, each with defined responsibilities and independent membership.

• Board meetings are held regularly, with high attendance and executive sessions for independent oversight.