Clover Health Investments Corp. filed SEC Form 8-K: Other Events
$CLOV
Medical Specialities
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 2024
CLOVER HEALTH INVESTMENTS, CORP.
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||||||
of Incorporation) | Identification No.) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
Registrant’s Telephone Number, Including Area Code: (201 ) 432-2133
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
Securities registered pursuant to Section 12(b) of the Act:
Trading | ||||||||||||||
Title of each class | Symbol(s) | Name of each exchange on which registered | ||||||||||||
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).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
As previously disclosed, on March 26, 2024, Plaintiff Bruce Taylor (“Plaintiff”), a putative shareholder of Clover Health Investments, Corp. (the "Company"), filed a putative class action complaint, captioned Bruce Taylor v. Chelsea Clinton, et al., C.A. No. 2024-0305-MTZ (Del. Ch.) (the “Action”), against the Company and its directors in the Delaware Court of Chancery challenging a Company bylaw governing the process for nominating a candidate to the Company's board of directors as preclusive and coercive. Also as previously disclosed, in June 2024, the Company adopted an amendment to its bylaws mooting the Action, and the Plaintiff voluntarily dismissed the suit, with the court retaining jurisdiction solely for the purpose of determining Plaintiff’s counsel’s application for attorneys’ fees and reimbursement of expenses (the “Fee Application”). Solely to avoid the time and expense of continued litigation, the parties agreed to resolve the Fee Application in exchange for a payment by Clover Health of $250,000 to Plaintiff’s counsel.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Clover Health Investments, Corp. | ||||||||||||||
| Date: | October 25, 2024 | By: | /s/Karen M. Soares | |||||||||||
| Name: | Karen M. Soares | |||||||||||||
| Title: | General Counsel and Corporate Secretary | |||||||||||||