Welcome to the 2026 Annual Meeting of Stockholders of Clover Health Investments, Corp. I'm Andrew Toy, Chief Executive Officer of Clover Health and member of the Board of Directors. It is my pleasure to welcome you here today for this meeting. With me today are Karen Soares, Chief Legal Officer and Corporate Secretary of Clover Health, and Clay Thornton, Interim Chief Financial Officer of Clover Health. Karen will act as Secretary of the meeting. Over to you, Karen. Thank you, Andrew. Welcome everyone. Thank you for joining us today. We're excited to be hosting a virtual annual meeting, which allows us to be more inclusive and reach a greater number of our stockholders. We have stockholders attending via the web portal. We will conduct the business portion of our meeting first, followed by a short business recap, then answer questions. We cannot guarantee that we will answer all questions. If we do not get to your question, you are welcome to submit it to the company by using the Contact Us section on our investor relations website. Please note that this meeting is being recorded. No one attending via the webcast or telephone is permitted to use any video or audio recording device. At this time, the annual meeting is officially called to order. Now I would like to introduce the other members of the Board at today's meeting. Vivek Garipalli is our Executive Chairperson. Andrew, who you've met, is our Chief Executive Officer. Dr. Carladenise Armbrister Edwards, Demetrios L. Kouzoukas, Dr. Anna Loengard, William G. Robinson, Jr., Thomas L. Tran. We are also joined here today by a representative from Ernst & Young, our independent auditors. She will be available during the question-and-answer session after the meeting to respond to appropriate questions. Finally, the company has appointed Broadridge Financial Solutions to act as Inspector of Election. Sheryl Niebling from Broadridge is with us today and has taken the oath of Inspector of Election. You are able to vote during this meeting at any time from the beginning of the meeting through the presentation of the proposals until we close the polls. If you have already voted in advance by using an online ballot or a physical proxy card, a vote at this meeting will supersede your earlier vote. If you have already voted, you do not need to vote again unless you wish to change your vote. The Board of Directors fixed April 15th, 2026, as the record date for determining stockholders entitled to vote at this meeting. I confirm that Broadridge Financial Solutions has provided us with an affidavit attesting that the mailing of the notice of this meeting to stockholders commenced on April 28th, 2026. The affidavit has been filed with the records of the company. I also have a copy of the company's 2025 annual report. A copy of the annual report was sent or made available to each stockholder entitled to vote at this meeting, and an electronic copy of the annual report is available on the website used to access this meeting. The notice of this meeting, the affidavit, and the attachments thereto, and the annual report will be filed with the minutes of this meeting. I also confirm that the list of stockholders as of April 15th, 2026, the record date for this meeting, was made available for inspection by stockholders in accordance with Delaware law and the company's bylaws and is currently available for inspection on the meeting web portal. The stockholder list shows that as of the record date, there were 430,018,255 shares of Class A common stock and 95,715,856 shares of Class B common stock outstanding and entitled to vote at this meeting. We are informed by the Inspector of Elections that there are represented in person or by proxy shares of common stock representing more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date. Accordingly, a quorum is present for purposes of transacting business. A quorum being present, this meeting is declared open to proceed with business. Now I will present the matters to be voted upon. Proposal 1 is the election of our Class 2 Directors. The Board has nominated Demetrios Kouzoukas, Andrew Toy, and Thomas L. Tran for election as Class 2 Directors to hold office until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Proposal 2 is the non-binding advisory proposal to approve the compensation of our named Executive Officers for 2025. Proposal 3 is the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the year ending December 31st, 2026. The polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. Now that everyone has had the opportunity to vote, I declare the polls for the 2026 Clover Health Annual Meeting closed. We have been informed by the Inspector of Election that the preliminary vote report shows that the nominees for election to the Board have been duly elected. The stockholders have approved on a non-binding advisory basis the compensation of our named Executive Officers for 2025. The stockholders have approved the ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm. We will disclose the complete voting results on a current report on Form 8-K that we will file with the SEC within four business days after the annual meeting. There being no further business to come before the meeting, the 2026 Annual Meeting of Stockholders of Clover Health is now adjourned. Now Andrew will give a brief business recap, followed by our stockholder question- and- answer session. Thanks for joining us today. I'm pleased to have the opportunity to share with you how we see the business and why we believe Clover is uniquely positioned for long-term success in Medicare Advantage. We crossed several important milestones over the past year that we believe reflect the continued maturation of the business. We achieved sustained adjusted EBITDA profitability in 2025 while re-accelerating to market-leading membership growth. That momentum drove us past 150,000 Medicare Advantage members entering 2026 following exceptional AEP performance, nearly doubling our membership since the beginning of 2024. Our growth was driven by strong retention and the fact that when members experience Clover, they tend to stay. At the same time, we continue to lead the nation on HEDIS clinical quality performance, including having the number one rated PPO plan in the country on key quality measures. We also continued advancing Clover Assistant and expanding the capabilities of our AI-enabled care platform. As I discussed in my testimony before Congress last year, we believe the future of healthcare is not about replacing physicians with AI, but about amplifying human expertise through better data, earlier insights, and more personalized care delivered directly within clinical workflows. Lastly, during 2025, we were added to the Russell Indexes, reflecting our continued public company evolution as we scale. Through the first quarter of 2026, alongside market-leading membership growth, we delivered $27 million of GAAP net income and meaningfully improved adjusted EBITDA and consolidated gross profit year-over-year. While it's still early, we are encouraged by this performance with underlying trends tracking in line with expectations across our cohorts. As we shared last quarter, we expect to meet or exceed our full year guidance and remain focused on achieving our first full year of GAAP net income profitability. This performance is a direct result of how we deliver care. We've achieved this through two integrated components in our care model. First, Clover Assistant supports physicians across our entire book with real-time, data-driven insights. Second, our Clover Care Services offering, powered entirely by Clover Assistant, enables deeper home-based care for our highest acuity members. Together, they form the foundation of our differentiated Medicare Advantage flywheel. Grow our book, engage members earlier, improve outcomes, retain those members, as cohorts mature under our platform, the economics compound. Because we retain full economics, we capture the full lifetime value created as cohorts mature under our platform. We believe owning that full upside is a key structural advantage versus most Medicare Advantage models and a core driver of our long-term earnings power over time. That is also why we continue investing in Clover Assistant and the broader care platform supporting our model. Over the past year, we launched new generative AI and integrated scribing capabilities directly into physician workflows, helping providers spend less time on administrative work and more time delivering care. We also launched a new provider portal to streamline operational friction around prior authorization, claims, and eligibility, making it easier for physicians to navigate key administrative workflows. We strengthened our interoperability capabilities by becoming one of the first payers active on the new CMS Aligned Networks. We continued expanding tools that give members greater access and visibility into their own healthcare data, supporting a more connected and proactive care experience. Importantly, we continue to see measurable proof points that Clover Assistant is driving clinical impact in the real world. Over the past year, we published multiple studies highlighting improved outcomes associated with the platform, including reductions in hospitalizations and readmissions for COPD patients, lower rates of flu-related acute events, and improved outcomes in underserved communities. We believe these findings reinforce the core thesis behind Clover Assistant. Helping physicians identify and manage disease earlier leads to better outcomes, lower total cost of care, and better long-term cohort economics over time. We see the impact of this most clearly in our core New Jersey markets, where our model is most mature and where our profitable growth engine is already powering the business. There, this has translated into clear market leadership. Excluding special needs and employer retiree plans, we are now the largest MA plan in the state. We see a meaningful opportunity to continue growing and extending that leadership over time. At the same time, we are extending this model beyond our insurance business through Counterpart Health. Over the past year, we continued scaling clinician adoption across Counterpart with growing usage of the platform within real clinical workflows. These businesses are complementary, allowing us to expand our reach while continuously improving the core model through a shared technology platform and data-driven clinical insights. Our goal is to scale this same technology-enabled care model far beyond our insurance footprint, over time, manage as many lives through Counterpart as we do in our growing Medicare Advantage business. We believe the future of Medicare Advantage will increasingly shift toward individualized AI-enabled care delivery rather than traditional one-size-fits-all population management. Counterpart allows us to scale that vision beyond our own plans. To close, I would emphasize this. We believe Clover is uniquely positioned for the new era of healthcare that is being issued in by AI, where the advantage increasingly shifts to organizations capable of delivering individualized care at scale. Legacy approaches have long been anchored around population management, generalized workflows, and standardized interventions. We built Clover to be different. Clover Assistant was designed to embed AI directly into physician workflows to help drive earlier, more personalized, and more action-oriented care for each individual member. We believe Clover is uniquely positioned because we already operate AI at scale inside real physician workflows and under a full risk care model. We believe it is what allows us to improve member outcomes while building a model that compounds earnings over time. We feel good about the trajectory of the business and the momentum we are seeing across the organization. Our focus remains on bringing better healthcare to all of our members while delivering what we expect to be our first full year of GAAP net income profitability in 2026. Thank you for being part of what we're building at Clover. Thanks, Andrew. We would now like to open things up for stockholder questions and comments. We received no stockholders' questions pertaining to the matters subject to vote today. The company will consider non-meeting related questions received at a future time. This completes our question and answer session and the 2026 annual meeting of stockholders. Thank you very much for joining us, and we look forward to reconvening next year.
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