CLOVER HEALTH INVESTMENTS CORP DE
For the period ended Dec 31, 2023. Filed Mar 14, 2024.
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FY2023 · Filed Mar 14, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a) The Financial Statements, Financial Statement Schedules, and exhibits set forth below are filed as part of this Form 10-K.
(1) Financial Statements-The response to this portion of Item 15 is submitted as Item 8 of Part II of this Form 10-K.
(2) Financial Statement Schedules-The response to this portion of Item 15 is submitted as Item 8 of Part II of this Form 10-K.
(3) A list of exhibits to this Form 10-K is set forth below:
| Incorporated by reference | |||||
|---|---|---|---|---|---|
| ExhibitNo. · Description · Form · File No. · Exhibit No. · Filing date · Filed or furnished herewith | |||||
| 2.1* | Agreement and Plan of Merger, dated as of October 5, 2020, by and among the Registrant, Asclepius Merger Sub Inc. and Clover Health Investments, Corp. | 8-K | 001-39252 | 2.1 | 10/6/2020 |
| 2.1(a) | Amendment to the Agreement and Plan of Merger, dated as of December 8, 2020 | 8-K | 001-39252 | 2.1 | 12/10/2020 |
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant | 8-K | 001-39252 | 3.1 | 1/12/2021 |
| 3.2 | Amended and Restated Bylaws of the Registrant | 8-K | 001-39252 | 3.2 | 1/12/2021 |
| 4.1 | Specimen Class A Common Stock Certificate of the Registrant | S-4/A | 333-249558 | 4.5 | 11/20/2020 |
| 4.2 | Specimen Class B Common Stock Certificate of the Registrant | S-4/A | 333-249558 | 4.6 | 11/20/2020 |
| 4.3 | Description of Securities | 10-K | 001-39252 | 4.3 | 02/28/2022 |
| 10.1* | Form of Indemnification Agreement | 8-K | 001-39252 | 10.2 | 1/12/2021 |
| 10.2* | Amended and Restated 2014 Equity Incentive Plan, and forms of agreement thereunder | S-4 | 333-249558 | 10.15 | 10/20/2020 |
| 10.3* | 2020 Equity Incentive Plan and forms of agreement thereunder | 8-K | 001-39252 | 10.4 | 1/12/2021 |
| 10.4* | 2020 Employee Stock Purchase Plan | 8-K | 001-39252 | 10.5 | 1/12/2021 |
| 10.5* | Management Incentive Plan | 8-K | 001-39252 | 10.6 | 1/12/2021 |
| 10.6* | Executive Incentive Bonus Plan | 8-K | 001-39252 | 10.7 | 1/12/2021 |
| 10.7* | Employment Agreement, effective as of December 31, 2021, between the Registrant and Jamie L. Reynoso | 10-K | 001-39252 | 10.12 | 02/28/2022 |
| 10.8* | Employment Agreement, effective as of March 14, 2022, between the Registrant and Joseph Martin | 10-Q | 001-39252 | 10.1 | 05/09/2022 |
| 10.9* | Employment Agreement, dated as of May 11, 2022, between the Registrant and Scott J. Leffler | 10-Q | 001-39252 | 10.1 | 08/08/2022 |
| 10.10* | Employment Agreement, effective as of May 9, 2022, between the Registrant and Aric Sharp | 10-Q | 001-39252 | 10.2 | 08/08/2022 |
| 10.11* | Employment Agreement, dated as of July 18, 2022, between the Registrant and Brady Priest | 10-K | 001-39252 | 10.14 | 03/01/2023 |
| 10.12* | Employment Agreement, dated as of August 8, 2022, between the Registrant and Andrew Toy | 10-Q | 001-39252 | 10.1 | 11/07/2022 |
| 10.13* | Amended and Restated Director Compensation Policy | 10-Q | 001-39252 | 10.2 | 11/07/2022 |
| 10.14* | Board Observer Agreement, dated as of March 16, 2023, between the Registrant and Zach Weinberg. | 8-K | 001-39525 | 10.1 | 03/17/2023 |
| 10.15* | Employment Agreement, dated as of February 24, 2022, between the Registrant and Conrad Wai | 10-Q | 001-39252 | 10.2 | 05/09/2023 |
| 10.16* | Employment Agreement, dated as of March 8, 2024, between the Registrant and Karen Soares. | X |
| 10.17* | Agreement for the Provision of Interim Management Service, dated as of December 22, 2023 between the Registrant and AP Services, LLC. | X |
| 21.1 | List of Subsidiaries | X |
| 23.1 | Consent of Independent Registered Public Accounting Firm | X |
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X |
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X |
| 32.1† | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X |
| 32.2† | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X |
| 97.1 | Clover Health Investments, Corp. Clawback Policy | X |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Furnished herewith.
- Indicates a management contract or compensatory plan or arrangement.
** Schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The registrant hereby agrees to furnish supplementary a copy of any omitted schedule to the SEC upon its request.
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