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): April 27, 2011

MOLINA HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

Delaware (State of incorporation)		1-31719 (Commission File Number)		13-4204626 (I.R.S. Employer Identification Number)

200 Oceangate, Suite 100, Long Beach, California 90802
(Address of principal executive offices)

Registrant’s telephone number, including area code: (562) 435-3666

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.07.		Submission of Matters to a Vote of Security Holders.

On April 27, 2011, Molina Healthcare, Inc., a Delaware corporation (the “Company”), held its 2011 Annual Meeting of Stockholders. At the meeting, a total of 28,995,209 shares were voted, representing 94.95% of the 30,537,338 shares outstanding as of the March 8, 2011 record date.

At the Company’s 2011 Annual Meeting of Stockholders, the stockholders (1) elected all three of the Company’s nominees for Class III director; (2) approved the Molina Healthcare, Inc. 2011 Equity Incentive Plan; (3) approved the Molina Healthcare, Inc. 2011 Employee Stock Purchase Plan; (4) approved, on an advisory basis, the compensation of our named executive officers; (5) approved, on an advisory basis, the frequency of a stockholder vote on executive compensation every three years; and (6) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2011.

Shares were voted on the proposals as follows:

With regard to Proposal No. 1 for the election of three Class III directors, the stockholders voted as follows:

Director		Votes For				Votes Withheld				% of Votes For
Dr. J. Mario Molina			27,171,767				622,586				88.98	%
Steven J. Orlando			27,381,081				413,272				89.66	%
Ronna E. Romney			27,156,589				637,764				88.93	%

With regard to Proposal No. 2 for the approval of the Molina Healthcare, Inc. 2011 Equity Incentive Plan, the stockholders voted as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes		% of Votes For
22,132,754		5,651,608		9,990		1,200,857		72.48%

With regard to Proposal No. 3 for the approval of the Molina Healthcare, Inc. 2011 Employee Stock Purchase Plan, the stockholders voted as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes		% of Votes For
27,658,127		125,735		10,490		1,200,857		90.57%

With regard to Proposal No. 4 for the approval, on an advisory basis, of the compensation of the Company’s named executive officers, the stockholders voted as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes		% of Votes For
25,923,770		1,858,244		12,338		1,200,857		84.89%

With regard to Proposal No. 5 for the approval, on an advisory basis, of the frequency of a stockholder vote on the compensation of the Company’s named executive officers, the stockholders voted as follows:

1 Year		2 Years		3 Years		Abstentions		Broker Non-Votes
12,914,096		107,688		14,765,416		8,352		1,199,657

With regard to Proposal No. 6 for the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2011, the stockholders voted as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes		% of Votes For
28,734,538		257,470		2,001		1,200		94.10%

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits:

Exhibit
No.		Description
10.1		Molina Healthcare, Inc. 2011 Equity Incentive Plan.
10.2		Molina Healthcare, Inc. 2011 Employee Stock Purchase Plan.

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.