Astrana Health Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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. |
The stockholders of Astrana Health, Inc. (the “Company”) approved the Astrana Health, Inc. Amended and Restated 2024 Equity Incentive Plan (the “2024 Plan”) at the 2025 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) held on June 11, 2025. The 2024 Plan was previously approved by the Company’s Board of Directors (the “Board”). As amended and restated, the number of shares of the Company’s common stock reserved for issuance under the 2024 Plan has been increased by 2,000,000 shares and the term of the 2024 Plan has been extended until March 25, 2035.
A summary of the 2024 Plan is included in Proposal 4 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2025 (the “Proxy Statement”), which summary is incorporated in its entirety herein by reference. The summaries of the 2024 Plan contained herein and in the Proxy Statement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the 2024 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting on June 11, 2025. At the close of business on April 22, 2025, the record date for the Annual Meeting (the “Record Date”), there were 56,072,504 shares of common stock, par value $0.001 per share, of the Company issued and outstanding. At the Annual Meeting, there were present in person or by proxy 42,924,341 shares of the Company’s common stock, representing stockholders entitled to cast approximately 76.6% of the total outstanding eligible votes and constituting a quorum. At the Annual Meeting:
| 1. | Nine directors were elected to the Board, each to hold office until the 2026 Annual Meeting of Stockholders. |
| 2. | The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified. |
| 3. | The compensation program for the Company’s named executive officers as disclosed in Proxy Statement was approved, on an advisory, non-binding basis. |
| 4. | The 2024 Plan was approved. |
The voting results for each such matter were as follows:
Proposal 1. Election of Directors
| Nominee | For | Withheld | Broker Non-Votes | |||
| Kenneth Sim, M.D. | 37,349,403 | 824,810 | 4,750,128 | |||
| Thomas S. Lam, M.D., M.P.H. | 37,495,131 | 679,082 | 4,750,128 | |||
| Mitchell W. Kitayama | 37,450,798 | 723,415 | 4,750,128 | |||
| David G. Schmidt | 37,537,039 | 637,174 | 4,750,128 | |||
| Linda Marsh | 37,093,426 | 1,080,787 | 4,750,128 | |||
| John Chiang | 37,771,282 | 402,931 | 4,750,128 | |||
| Matthew Mazdyasni | 37,751,167 | 423,046 | 4,750,128 | |||
| J. Lorraine Estradas, R.N., B.S.N. M.P.H. | 36,151,998 | 2,022,215 | 4,750,128 | |||
| Weili Dai | 18,977,644 | 19,196,569 | 4,750,128 |
Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm
| For | Against | Abstain | Broker Non-Votes | |||
| 42,631,420 | 260,880 | 32,041 | — |
Proposal 3. Advisory Vote on Executive Compensation
| For | Against | Abstain | Broker Non-Votes | |||
| 34,713,926 | 3,370,998 | 89,289 | 4,750,128 |
Proposal 4. Approval of the 2024 Plan
| For | Against | Abstain | Broker Non-Votes | |||
| 36,772,471 | 1,245,886 | 155,856 | 4,750,128 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1* | Astrana Health, Inc. Amended and Restated 2024 Equity Incentive Plan. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). |
* Management contract or compensatory plan, contract or arrangement.
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 hereunto duly authorized.
| ASTRANA HEALTH, INC. | ||
| Date: June 11, 2025 | By: | /s/ Brandon K. Sim |
| Name: | Brandon K. Sim | |
| Title: | Chief Executive Officer and President | |