Form 8-K - Current report

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): June 4, 2024

_____________________________________________

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, TX

78723

(Address of Principal Executive Offices)

(Zip Code)

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

Not Applicable

(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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			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 o

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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

On June 4, 2024, agilon health, inc. (the “Company”) appointed Jeff Schwaneke to serve as the Company’s Chief Financial Officer and Executive Vice President effective July 1, 2024 (the “Effective Date”). In connection with his appointment, Mr. Schwaneke will resign from the agilon health, inc. Board of Directors.

Mr. Schwaneke, age 49, has more than 27 years of finance and operational expertise, including 15 years in the managed care sector. Mr. Schwaneke most recently served as Executive Vice President, Health Care Enterprises for Centene Corporation, a Fortune 50 company, and a leading healthcare enterprise. He previously served as Centene’s Chief Financial Officer and Treasurer from 2016 to 2021 and joined Centene in 2008 as Corporate Controller and Chief Accounting Officer. Prior to joining Centene, he held numerous senior finance and accounting positions at Novelis, Inc., SPX Corporation, and PriceWaterhouse Coopers. Mr. Schwaneke obtained his Bachelor’s degree in Accounting from the University of Missouri and is a CPA (inactive).

In connection with Mr. Schwaneke’s appointment as Chief Financial Officer and Executive Vice President, Mr. Schwaneke entered into an employment agreement (the “Employment Agreement”) and offer letter (the “Offer Letter”) with the Company setting forth the terms of his employment. Pursuant to the Employment Agreement and Offer Letter, Mr. Schwaneke will receive an annual base salary of $625,000 and an annual target bonus of 75% of his base salary. Additionally, he will receive on or promptly following the Effective Date (i) a one-time sign on grant of time/service-vested restricted stock units (“RSUs”)with a grant-date fair value of $2,500,000 vesting on a three-year pro rata basis, and performance-based stock units (“PSUs”) with a grant-date fair value of $1,000,000 with a +100% share price appreciation hurdle (measured with reference to the fair market value of a share of the Company’s common stock on the date of the grant of the award and subject to the performance period being cut short in the event of a change in control of the Company), and (ii) a grant of equity awards having a grant-date fair value of $3,500,000 in the aggregate, with an equity award mix of 50% PSUs, 25% RSUs and 25% stock options, based on the grant-date fair value of the awards, and other terms and conditions of such awards, to be consistent with the Company’s annual equity awards for fiscal year 2024 for its executive officers generally. In addition, If Mr. Schwaneke is employed by the Company when the Company grants annual equity awards for fiscal year 2025 to its executive officers generally, the Company will also grant Mr. Schwaneke grant-date fair value of $3,500,000 in the aggregate, with the mix of awards, and other terms and conditions of such awards, to be consistent with the Company’s annual equity awards for fiscal year 2025 for its executive officers generally. Mr. Schwaneke will also receive a sign on bonus of $300,000 in a single lump sum between 30 and 45 days after the Effective Date.

There is no arrangement or understanding with any person pursuant to which Mr. Schwaneke is being appointed as Chief Financial Officer and Executive Vice President. There are no family relationships between Mr. Schwaneke and any director or executive officer of the Company, and he is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.

The foregoing description of the Employment Agreement and Offer Letter is qualified by reference to the full text of the Employment Agreement and Offer Letter, which the Company will file as exhibits to its Quarterly Report on Form 10-Q for the period ending June 30, 2024.

Item 7.01 Regulation FD Disclosure.

On June 5, 2024, the Company issued a press release announcing the appointment of Mr. Schwaneke as Chief Financial Officer and Executive Vice President. A copy of the press release is attached hereto as Exhibit 99.1 to this report and is incorporated in this Item 7.01 by reference.

The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits


Exhibit Number						Description

99.1						Press Release dated June 5, 2024.

104						Cover Page Interactive Data File (formatted as Inline XBRL).

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:	June 5, 2024	By:	/s/ DENISE V. ZAMORE
			Denise V. Zamore Executive Vice President, Chief Legal Officer & Corporate Secretary

Exhibit 99.1

agilon health Names Jeff Schwaneke New Chief Financial Officer

AUSTIN, TX, June 5, 2024 – agilon health, inc. (NYSE: AGL), the trusted partner empowering physicians to transform health care in our communities, announced today that Jeff Schwaneke, an experienced finance, operational and managed care executive and director on agilon’s board, will join the Company as chief financial officer and executive vice president effective July 1, 2024. He will be a member of agilon’s Executive Leadership team reporting to chief executive officer (CEO), Steve Sell. Schwaneke succeeds Timothy Bensley, who announced his retirement from agilon in early 2024. Bensley has agreed to stay on through a transition period.

Schwaneke was most recently executive vice president, Health Care Enterprises, for Centene Corporation, a Fortune 50 company and leading healthcare enterprise. He has more than 27 years of finance and operational expertise, including 15 years in the managed care sector. In his new role, Schwaneke will be a key thought partner to agilon’s CEO, board of directors and Executive Leadership team while overseeing every aspect of the Company’s financial operations. He will step down from agilon’s board of directors, which he joined in 2022, upon starting his new role.

“On behalf of the board of directors, I am delighted to support Jeff’s appointment as agilon’s new chief financial officer,” said Ron Williams, board chairman. “As a long tenured executive in managed care, Jeff has provided exceptional perspective to agilon on the role of payors, the needs of primary care physicians, and the rapidly evolving managed care landscape. We look forward to his continued contributions.”

“Demand for agilon’s model among physician practices and payors has never been stronger and we are excited to welcome Jeff as our chief financial officer at this pivotal moment in our company and industry,” said Steve Sell, CEO. “Jeff’s extensive leadership, financial and industry experience have been tremendously valuable to agilon and our physician partners, and we look forward to continuing to benefit from his insights and expertise as he moves into his new role.”

Steve Sell added: “I would like to thank Tim Bensley for his numerous contributions to agilon and our partnership model over the past three years. We wish him the best in his retirement.”

During his 13 years at Centene, Schwaneke held numerous positions and played an instrumental role in raising capital, leading acquisitions and driving seamless integration of newly acquired companies. In his most recent role as executive vice president, Health Care Enterprises, Schwaneke oversaw Centene’s $35 billion pharmacy business, including Medicare Part D, dental and vision companies and company-owned clinics. He previously served as Centene’s chief financial officer and treasurer from 2016 to 2021, and during his tenure, revenues grew from $20 billion to $125 billion. Schwaneke joined Centene in 2008 as corporate controller and chief accounting officer. Prior to joining Centene, he held numerous finance and accounting positions at Novelis Inc., SPX Corporation and PriceWaterhouse Coopers. Schwaneke obtained his Bachelor’s degree in Accounting from the University of Missouri and is a CPA (inactive).

Jeff Schwaneke said: “As a director, I have seen firsthand the critical role agilon plays in transforming how health care is delivered. I am excited to join Steve and the Executive Leadership team in working together to continue to meet the growing demand for agilon’s model among physicians and payors.”

About agilon health

agilon health is the trusted partner empowering physicians to transform health care in our communities. Through our partnerships and purpose-built platform, agilon is accelerating at scale how physician groups and health systems transition to a value-based Total Care Model for their senior patients. agilon provides the technology, people, capital, process and access to a peer network of 3,000+ PCPs that allows its physician partners to maintain their independence and focus on the total health of their most vulnerable patients. Together, agilon and its physician partners are creating the health care system we need – one built on the value of care, not the volume of fees. The result: healthier communities and empowered doctors. agilon is the trusted partner in 30+ diverse communities and is here to help more of our nation’s leading physician groups and health systems have a sustained, thriving future.

For more information about agilon health, visit www.agilonhealth.com and connect with us on Instagram, LinkedIn, and YouTube.

Forward-Looking Statements

Statements in this release that are not historical factual statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable terms. Examples of forward-looking statements include, among other things: statements regarding demand for agilon’s model among physicianand payors. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could significantly affect our future financial condition and results of operations. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current information, we can give no assurance that our expectations or forecasts will be attained. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be outside our control. These risks and uncertainties that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, but are not limited to, the factors identified in the “Cautionary Language Regarding Forward-Looking Statements” and “Risk Factors” sections of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Quarterly Report on Form 10-Q for the period ended March 31, 2024, and in our other filings with the Securities and Exchange Commission (the “SEC”), which can be found at the SEC’s website at www.sec.gov. Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made

Contacts:

Investors

Matthew Gillmor

Vice President, Investor Relations

investors@agilonhealth.com

Media

Maureen Merkle

Communications & Public Affairs

media@agilonhealth.com

Document And Entity Information	Jun. 04, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 04, 2024
Entity Registrant Name	agilon health, inc.
Entity File Number	001-40332
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	37-1915147
Entity Address, Address Line One	6210 E Hwy 290
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78723
City Area Code	562
Local Phone Number	256-3800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	AGL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001831097
Amendment Flag	false

Cover	Jun. 04, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 04, 2024
Entity Registrant Name	agilon health, inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40332
Entity Tax Identification Number	37-1915147
Entity Address, Address Line One	6210 E Hwy 290
Entity Address, Address Line Two	Suite 450
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78723
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	AGL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001831097
Amendment Flag	false