UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective August 10, 2022, Michael Smith, age 74, resigned from the board of directors (the “Board”) of agilon health, inc. (the “Company”). Mr. Smith’s decision to resign was not the result of any disagreement with the Company in relation to any of the Company’s operations, policies or practices.
Effective August 10, 2022, Jeffrey A. Schwaneke was appointed to the Board as a Class I director in accordance with the Company’s Amended and Restated Certificate of Incorporation, to fill the vacancy on the Board created by Mr. Smith’s resignation from the Board, the term of such office expiring at the Company’s 2025 annual meeting of stockholders. Effective August 10, 2022, Mr. Schwaneke was appointed to serve on the Audit Committee of the Board. There was no arrangement or understanding between Mr. Schwaneke and any other person pursuant to which he was selected as a director.
Jeffrey A. Schwaneke, age 47, served as the Executive Vice President of Health Care Enterprises for Centene Corporation from June to September 2021. From March 2016 through May of 2021 Mr. Schwaneke was the Executive Vice President, Chief Financial Officer and Treasurer of Centene Corporation. Mr. Schwaneke joined Centene Corporation in July 2008 as Senior Vice President, Corporate Controller and Chief Accounting Officer. Prior to joining Centene, Mr. Schwaneke served as the Assistant Controller and then as Chief Accounting Officer of Novelis, Inc. from 2006 through 2008. Mr. Schwaneke received a degree in Accounting from the University of Missouri and is a CPA.
We believe that Mr. Schwaneke is qualified to serve on the Board based on his leadership, financial and industry experience.
Related Party Transactions
There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K other than the previously disclosed indemnification arrangements entered into by the Company and each of its directors.
Director Compensation
Mr. Schwaneke will be compensated in accordance with previously disclosed compensation programs for the Company’s non-officer directors.
SIGNATURES
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 thereunto duly authorized.
| agilon health, inc. | ||||||
| Date: August 10, 2022 | By: | /s/ TIMOTHY S. BENSLEY | ||||
| Timothy S. Bensley | ||||||
| Chief Financial Officer | ||||||