false000183109700018310972023-05-242023-05-24

 

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): May 24, 2023

 

 

agilon health, inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40332

37-1915147

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

6210 E Hwy 290, Suite 450

 

Austin, Texas

 

78723

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 562 256-3800

 

 

(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common stock, par value $0.01 per share

 

AGL

 

The New York Stock Exchange

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, 2023. For more information on the following proposals submitted to stockholders, see the Company’s definitive proxy statement dated April 14, 2023. 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 II directors until the Company’s 2026 annual meeting of stockholders and until their successors have been duly elected and qualified.

 

Name

Votes For

Votes Withheld

Votes Abstained

Broker Non-Votes

Ron Williams

357,488,559

34,999,837

36,434

7,391,970

Derek L. Strum

364,341,351

28,146,544

36,935

7,391,970

Diana L. McKenzie

391,812,524

675,590

36,716

7,391,970

Karen McLoughlin

366,785,937

25,702,674

36,219

7,391,970

 

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, 2023 was ratified.

 

Votes For

Votes Against

Votes Abstained

399,901,122

4,777

10,901

 

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

Votes Against

Votes Abstained

Broker Non-Votes

333,822,301

58,625,836

76,693

7,391,970

 

 

 


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:

May 25, 2023

By:

/s/ Timothy Bensley

 

 

 

Timothy Bensley
Chief Financial Officer

 


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