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): March 25, 2021

Clover Health Investments, Corp.

(Exact name of registrant as specified in its charter)

(201) 432-2133

(Registrant’s telephone number, including area code)

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:

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.   ☐

On March 25, 2021, the Board of Directors (the “Board”) of Clover Health Investments, Corp. (the “Company”) voted to increase the size of the Board to six (6) directors and appointed William G. Robinson, Jr., the President of Broadgate Human Capital, LLC, a management consulting firm, to serve as a Class I director of the Board and as the Chair of the Talent and Compensation Committee of the Board.

In connection with his service as a director, Mr. Robinson will receive the Company’s standard non-employee director cash and equity compensation. Mr. Robinson will receive a pro rata portion of the $70,000 annual retainer for his service. Mr. Robinson will also be granted a restricted stock unit (“RSU”) award under the Company’s 2020 Equity Incentive Plan covering shares of the Company’s Class A Common Stock having an RSU value of $400,000 pursuant to and in accordance with the Company’s Director Compensation Policy.

In connection with his appointment, Mr. Robinson entered into the Company’s standard form of indemnification agreement for its directors, which requires the Company to, among other things, indemnify its directors against liabilities that may arise by reason of their status or service. The agreement also requires the Company to advance all expenses incurred by directors in investigating or defending any action, suit or proceeding. The foregoing description is qualified in its entirety by the full text of the form of indemnification agreement, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 001-39252) filed on January 12, 2021, and is incorporated by reference herein.

There are no arrangements or understandings between Mr. Robinson and any other persons pursuant to which he was selected as a director. Mr. Robinson has no family relationships with any of the Company’s directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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.