UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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Trading |
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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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
agilon health, inc. (the "Company") held its annual meeting of stockholders on May 24, 2022. For more information on the following proposals submitted to stockholders, see the Company’s definitive proxy statement dated April 11, 2022. Below are the final voting results.
Proposal No. 1 - Election of Directors
The following four individuals were elected to the Company’s Board of Directors to serve as Class I directors until the Company’s 2025 annual meeting of stockholders and until their successors have been duly elected and qualified.
Name |
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Votes For |
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Votes Withheld |
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Votes Abstained |
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Broker Non-Votes |
Sharad Mansukani, M.D. |
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357,622,711 |
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21,482,038 |
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61,586 |
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6,736,486 |
Clay Richards |
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357,103,997 |
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21,963,305 |
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99,033 |
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6,736,486 |
Richard Schnall |
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355,955,112 |
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23,113,287 |
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97,936 |
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6,736,486 |
Michael Smith |
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357,782,232 |
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21,286,167 |
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97,936 |
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6,736,486 |
Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified.
Votes For |
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Votes Against |
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Votes Abstained |
385,880,346 |
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680 |
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21,795 |
Proposal No. 3 - Non-Binding Vote on Executive Compensation
The stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers.
Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
377,553,551 |
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1,242,310 |
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370,474 |
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6,736,486 |
Proposal No. 4 - Non-Binding Vote on Frequency of Future Non-Binding Votes on Executive Compensation
The stockholders voted, on an advisory, non-binding basis, for "every year" as the frequency of future advisory votes on the compensation paid to the Company’s named executive officers.
One Year |
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Two Years |
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Three Years |
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Votes Abstained |
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Broker Non-Votes |
378,992,190 |
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9,607 |
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81,073 |
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83,465 |
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6,736,486 |
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.
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agilon health, inc. |
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Date: |
May 24, 2022 |
By: |
/s/ Timothy Bensley |
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Timothy Bensley |