| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Director Resignations
On June 21, 2023, each of Richard Schnall, Clay Richards and Derek L. Strum tendered letters of resignation from the Board of Directors (the “Board”) of agilon health, inc. (the “Company”), which resignations were effective on June 22, 2023.
Such resignations were not a result
of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Instead, the resignations occurred
in connection with the Company’s transition to a Board composed of a majority of independent Directors, which satisfies the New
York Stock Exchange’s (the “NYSE”) rules regarding director independence. The Company previously qualified as a “controlled
company” for purposes of the NYSE rules, which exempted the Company from certain of the NYSE’s rules regarding director independence
because at least 50% of the voting power for the election of Directors was held by CD&R Vector Holdings, L.P. (“CD&R”).
As of August 11, 2022, CD&R no longer held more than 50% of the voting power for the election of Directors in the Company and, given
that no more than 50% of the voting power for the election of Directors in the Company is held by any individual, group or other entity,
since August 11, 2022, the Company no longer qualifies as a “controlled company”. Although the NYSE rules regarding director
independence provide the Company until August 11, 2023 to fully comply with the NYSE director independence requirements, following the
June 22, 2023 Director resignations and the new Director appointment disclosed below, the Board is now composed of a majority of independent
Directors.
Director Appointment
On June 22, 2023, the Board, upon the recommendation
of the Nominating and Governance Committee, appointed Silvana Battaglia as an independent 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. Richard’s resignation from the
Board. As a Class I Director, Ms. Battaglia will serve until the Company’s 2025 annual meeting of stockholders, when she will be
subject to re-election to the Board by a vote of the Company’s stockholders, or until Ms. Battaglia’s earlier resignation
or removal. The Board also appointed Ms. Battaglia to the Compensation and Human Capital Committee of the Board.
Silvana Battaglia,
age 55, is Executive Vice President and Chief Human Resources Officer for AmerisourceBergen, a leading global healthcare solutions company.
Ms. Battaglia brings over 25 years of business leadership experience in global human resources organizations, shaping high-performance
cultures, talent and succession management and driving organization transformation within the pharmaceutical and business services sectors.
Prior to being named to her current role in January 2019, Ms. Battaglia served as Senior Vice President of Global Compensation, Benefits
and Labor Relations and SVP of Global Human Resources at Aramark from 2011 to 2019. Ms. Battaglia served as the CHRO of Day & Zimmerman
from 2008 to 2011 and held increasingly responsible leadership positions with Merck from 1998 to 2008. Her early career included positions
at Wyeth Pharmaceuticals and Colorcon, a Division of Berwind Pharmaceuticals.
Ms. Battaglia,
a National Association of Corporate Directors (NACD) certified professional Director, graduated from Temple University with a Bachelor
of Arts in Marketing and her Masters of Science in Human Resources from Widener University. She has also served as an adjunct faculty
member at St. Joseph’s University in Philadelphia.
There are no arrangements or understandings
between Ms. Battaglia and any other persons pursuant to which Ms. Battaglia was selected as a Director. There are no transactions, arrangements
or relationships between the Company or its subsidiaries, on the one hand, and Ms. Battaglia, on the other hand, which would require
disclosure pursuant to Item 404(a) of Regulation S-K.
In connection with Ms. Battaglia’s
appointment to the Board, on June 22, 2023, Ms. Battaglia was granted options to purchase common stock of the Company with a value of
$185,000 at an exercise price of $16.74, which options will vest in three equal installments on each anniversary of June 22, 2023, and
a restricted stock unit grant with an aggregate value of $185,000 prorated for Ms. Battaglia’s term of service during 2023, which
restricted stock units will vest in full one year from the date of grant, subject to continued service as a Director.
A copy of the press release announcing
the appointment of Ms. Battaglia is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference.