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CLOV Clover Health Investments

Employees

Data from SEC filings
Employee count

ESG framework mentions

In last year of SEC filings
Sustainability Accounting Standards Board (SASB)
No mentions
Global Reporting Initiative (GRI)
No mentions
Task Force on Climate-related Financial Disclosures (TCFD)
No mentions
UN Sustainable Development Goals (SDGs)
No mentions

Shareholder alignment

Proxy contests and exempt solicitations in last 3 years

No recent proxy contest or exempt solicitation filings from shareholders.

Vote support at last AGM
At the Extraordinary General Meeting, 67,292,577 holders of SCH’s ordinary shares, which represented 65.02% of the ordinary shares outstanding and entitled to vote as of the record date of November 17, 2020, were represented in person or by proxy. The final voting results for each matter submitted to a vote of the SCH shareholders at the Extraordinary General Meeting are set forth below:

Approval of the BCA Proposal

The shareholders approved by ordinary resolution and adopted the Agreement and Plan of Merger, dated as of October 5, 2020 (as amended, the “Merger Agreement”), by and among SCH, Asclepius Merger Sub Inc. (“Merger Sub”) and Clover Health Investments, Corp. (“Clover”), as amended by that certain Amendment to the Agreement and Plan of Merger, dated as of December 8, 2020, a copy of which is attached to the Definitive Proxy as Annex A (the “BCA Proposal”). The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Clover (the “First Merger”), with Clover surviving the First Merger as a wholly owned subsidiary of SCH, and the merger of Clover with and into SCH (the “Second Merger” and, together with the First Merger, the “Mergers”), with SCH surviving the Second Merger, in accordance with the terms and subject to the conditions of the Merger Agreement. The voting results with respect to the BCA Proposal were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
66,967,37948,440276,758N/A


Approval of the Domestication Proposal

The shareholders approved by special resolution the change of SCH’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Mergers, the “Business Combination”) (the “Domestication Proposal”). The voting results with respect to the Domestication Proposal were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
66,964,57943,404284,594N/A


Organizational Documents Proposals

The shareholders approved by special resolution the following material differences between SCH’s Amended and Restated Memorandum and Articles of Association (the “Cayman Constitutional Documents”) and the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws”) of Social Capital Hedosophia Holdings Corp. III (a corporation incorporated in the State of Delaware, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), which will be renamed “Clover Health Investments, Corp.” in connection with the Business Combination:

Approval of Organizational Documents Proposal A

The shareholders approved the change in the authorized capital stock of SCH from 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preferred shares, par value $0.0001 per share, to 2,500,000,000 shares of Clover Health Class A common stock, 500,000,000 shares of Clover Health Class B common stock and 25,000,000 shares of preferred stock, par value $0.0001 per share, of Clover Health (the “Clover Health preferred stock”) (“Organizational Documents Proposal A”). The voting results with respect to Organizational Documents Proposal A were as follows:

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Votes ForVotes AgainstAbstentionsBroker Non-Votes
66,858,505104,202329,870N/A


Approval of Organizational Documents Proposal B

The shareholders approved that the board of directors of SCH be authorized to issue any or all shares of Clover Health preferred stock in one or more series, with such terms and conditions as may be expressly determined by the board of directors of SCH and as may be permitted by the DGCL (“Organizational Documents Proposal B”). The voting results with respect to Organizational Documents Proposal B were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
58,556,2678,388,517347,793N/A


Approval of Organizational Documents Proposal C

The shareholders approved that holders of shares of Clover Health Class A common stock will be entitled to cast one vote per share of Clover Health Class A common stock and holders of shares of Clover Health Class B common stock will be entitled to cast 10 votes per share of Clover Health Class B common stock on each matter properly submitted to Clover Health stockholders entitled to vote (“Organizational Documents Proposal C”). The voting results with respect to Organizational Documents Proposal C were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
58,349,7368,618,763324,078N/A


Approval of Organizational Documents Proposal D

The shareholders approved that Clover Health’s board of directors be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term (“Organizational Documents Proposal D”). The voting results with respect to Organizational Documents Proposal D were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
58,427,0968,549,467316,014N/A


Approval of Organizational Documents Proposal E

The shareholders approved all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication, including (i) changing the corporate name from “Social Capital Hedosophia Holdings Corp. III” to “Clover Health Investments, Corp.” in connection with the Business Combination, (ii) making Clover Health’s corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation, (iv) being subject to the provisions of Section 203 of the DGCL and (v) removing certain provisions related to SCH’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination (“Organizational Documents Proposal E”). The voting results with respect to Organizational Documents Proposal E were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
58,671,2698,304,906316,402N/A


Approval of the Director Election Proposal

The shareholders approved by ordinary resolution, the election of Vivek Garipalli, Andrew Toy, Chelsea Clinton, Lee A. Shapiro and Nathaniel S. Turner, who, upon consummation of the Business Combination, will be the directors of Clover Health (the “Director Election Proposal”).

The voting results with respect to the election of Vivek Garipalli were as follows:

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Votes ForVotes AgainstAbstentionsBroker Non-Votes
20,700,00000N/A


The voting results with respect to the election of Andrew Toy were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
20,700,00000N/A


The voting results with respect to the election of Chelsea Clinton were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
20,700,00000N/A


The voting results with respect to the election of Lee A. Shapiro were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
20,700,00000N/A


The voting results with respect to the election of Nathaniel S. Turner were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
20,700,00000N/A


Approval of the Stock Issuance Proposal

The shareholders approved by ordinary resolution, for the purposes of complying with the applicable provisions of Section 312.03 of the New York Stock Exchange’s Listed Company Manual, the issuance of shares of Clover Health Class A common stock or Clover Health Class B common stock, as applicable, to (a) the PIPE Investors, including the Sponsor Related PIPE Investors, pursuant to the PIPE Investment (as each capitalized term in clause (a) is defined in the Definitive Proxy), and (b) the Clover stockholders pursuant to the Merger Agreement, in each case as further described in the Definitive Proxy (collectively, the “Stock Issuance Proposal”). The voting results with respect to the Stock Issuance Proposal were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
66,881,94976,669333,959N/A


Approval of the Equity Incentive Plan Proposal

The shareholders approved by ordinary resolution, the 2020 Plan (the “Equity Incentive Plan Proposal”). The voting results with respect to the Equity Incentive Plan Proposal were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
58,171,5688,589,276531,733N/A


Approval of the Management Incentive Plan Proposal

The shareholders approved by ordinary resolution, the MIP (the “Management Incentive Plan Proposal”). The voting results with respect to the Management Incentive Plan Proposal were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
66,220,584535,701536,292N/A


Approval of the ESPP Proposal

The shareholders approved by ordinary resolution, the ESPP (the “ESPP Proposal”). The voting results with respect to the ESPP Proposal were as follows:

4

Votes ForVotes AgainstAbstentionsBroker Non-Votes
58,855,4258,104,073333,079N/A


Approval of the Adjournment Proposal

The shareholders approved the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting (the “Adjournment Proposal”). The voting results with respect to the Adjournment Proposal were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
66,630,606339,132322,839N/A


Though not guaranteed, SCH expects to close the Business Combination on January 7, 2021, subject to the satisfaction of customary closing conditions, and for the Clover Health Class A common stock and warrants to begin publicly trading on The Nasdaq Global Select Market under the new symbols “CLOV” and “CLOVW”, respectively, on January 8, 2021.

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