8-K: Oscar Health Stockholders Re-Elect Board, Ratify Auditor, and Approve Executive Compensation at 2025 Annual Meeting

Oscar Health, Inc. announced that its stockholders re-elected all nine director nominees, ratified the appointment of PricewaterhouseCoopers LLP as independent auditor, and approved executive compensation on an advisory basis at its 2025 Annual Meeting.

Summary

• Oscar Health, Inc. held its 2025 Annual Meeting of Stockholders on June 4, 2025.
• As of the Record Date of April 10, 2025, there were 218,993,334 shares of Class A common stock (one vote per share) and 35,514,201 shares of Class B common stock (20 votes per share) outstanding, totaling 929,277,354 votes available to be cast.
• A quorum was present with 825,961,296 votes of Common Stock represented in person or by proxy.
• All nine director nominees – Mark T. Bertolini, Jeffery H. Boyd, William Gassen III, Joshua Kushner, Laura Lang, David Plouffe, Siddhartha Sankaran, Mario Schlosser, and Vanessa A. Wittman – were elected to hold office until the 2026 Annual Meeting.
• The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified with 825,271,165 votes FOR.
• The compensation of the Company's named executive officers was approved on an advisory (non-binding) basis with 801,338,734 votes FOR.

Sentiment

Score: 8

Explanation: The overwhelming approval of all proposals, including the re-election of directors, ratification of the auditor, and advisory approval of executive compensation, indicates strong shareholder confidence and stable corporate governance.

Positives

• All nine director nominees were successfully re-elected with overwhelming stockholder support, indicating stability in leadership.
• The appointment of PricewaterhouseCoopers LLP as the independent auditor was ratified by a significant majority, ensuring continuity in financial oversight.
• The advisory approval of executive compensation suggests alignment between the Company's compensation practices and shareholder interests.
• A strong quorum was achieved, demonstrating active shareholder participation in the annual meeting.

Corporate Governance

Stakeholder Impact

• Shareholders: Confirmation of the Board of Directors and independent auditor, along with advisory approval of executive compensation, provides clarity on corporate governance.
• Management: The re-election of all director nominees provides stability and continuity for the executive team.

Key Dates

Recommendation

Keywords

Oscar Health, OSCR, Annual Meeting, Stockholders, Director Election, Corporate Governance, Executive Compensation, Auditor Ratification, PricewaterhouseCoopers, SEC Filing, 8-K