Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 17, 2020, Thomas Tran, the Chief Financial Officer of Molina
Healthcare, Inc. (the "Company"), provided advance notice to the Company of his
intent to retire from his CFO position in February 2021. Mr. Tran will remain
with the Company as an advisor through the end of May 2021 to further help
facilitate a smooth transition for his former role.
Upon Mr. Tran's retirement, Mark Keim, currently the Company's Executive Vice
President of Strategic Planning, Corporate Development and Transformation, will
assume the role of Chief Financial Officer. Mr. Keim, age 55, has served in his
current role since January 2018. From 2016 to 2018, Mr. Keim served as executive
vice president of corporate development and strategy for The Hanover Insurance
Group. From 2014 to 2016, Mr. Keim was co-founder and chief financial officer of
HealthReveal. Prior to that, from 2008 to 2014, Mr. Keim spent six years with
Aetna where he led major strategic initiatives. Before Aetna, from 1999 to 2008,
Mr. Keim was senior vice president of strategy and business development at GE
Capital. None of the entities where Mr. Keim was previously employed is a
parent, subsidiary, or other affiliate of the Company. The selection of Mr. Keim
to serve as Chief Financial Officer was not pursuant to any arrangement or
understanding with respect to any other person. There are no family
relationships between Mr. Keim and any director or executive officer of the
Company, and there are no transactions between Mr. Keim and the Company that
would be required to be reported under Item 404(a) of Regulation S-K.
The terms of Mr. Tran's retirement arrangement and Mr. Keim's appointment to the
role of Chief Financial Officer, including the effective date of the transition,
will be disclosed in an amendment to this Current Report on Form 8-K once the
effective date has been determined and agreements have been reached with each
Item 7.01. Regulation FD Disclosure.
A copy of the press release relating to Mr. Tran's intent to retire and Mr.
Keim's appointment to the role of Chief Financial Officer effective upon Mr.
Tran's retirement, is attached hereto as Exhibit 99.1.
Note: The information in this Form 8-K and the exhibits attached hereto shall
not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a
Item 9.01. Financial Statements and Exhibits.
99.1 Press release of Molina Healthcare, Inc. issued November 19, 2020
104 Cover page information from Molina Healthcare, Inc.'s Current Report on
Form 8-K filed on November 19, 2020 formatted in iXBRL (Inline Extensible
Business Reporting Language)
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