Evolent Health Inc filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$EVH
Other Consumer Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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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.
Composition of Committees
On June 5, 2025, the Board of Directors (the “Board”) of Evolent Health, Inc. (the “Company”) reconstituted the composition of the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, the Compliance and Regulatory Affairs Committee and the Strategy Committee of the Board as set forth below, effective as of the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”):
•Audit Committee: Kim Keck (Chair), Shawn Guertin, Brendan Springstubb
•Compensation Committee: Peter Grua (Chair), Richard Jelinek, Cheryl Scott, Brendan Springstubb
•Nominating and Governance Committee: Cheryl Scott (Chair), Russell Glass, Kim Keck
•Compliance and Regulatory Affairs Committee: Toyin Ajayi, MD (Chair), Craig Barbarosh, Russell Glass
•Strategy Committee: Craig Barbarosh (Chair), Toyin Ajayi, MD, Richard Jelinek, Brendan Springstubb
As previously disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 4, 2025 (the “Prior 8-K”), pursuant to a Cooperation Agreement dated February 3, 2025, among the Company and Engaged Capital, LLC and certain of its affiliates, the Board had appointed Mr. Springstubb to the Strategy Committee of the Board on February 4, 2025, and had agreed to appoint Mr. Springstubb to either the Audit Committee or the Compensation Committee of the Board no later than the 2025 Annual Meeting but had not yet determined committee assignments at the time of the filing of the Prior 8-K. As specified above, the Board appointed Mr. Springstubb to both the Audit Committee and the Compensation Committee of the Board.
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) The Company held its 2025 Annual Meeting on June 5, 2025. At the 2025 Annual Meeting, the Company’s stockholders voted on four proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A for the 2025 Annual Meeting filed with the Securities and Exchange Commission on April 25, 2025.
(b) The final voting results with respect to each proposal voted upon at the 2025 Annual Meeting are set forth below.
Proposal 1
The Company’s stockholders elected ten director nominees named in the proxy statement to the Board of Directors for a one-year term expiring at the Company’s 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified, as set forth below:
| For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||
| Toyin Ajayi, MD | 87,657,225 | 146,652 | 60,444 | 12,613,344 | |||||||||||||||||||
| Craig Barbarosh | 86,690,827 | 1,114,028 | 59,467 | 12,613,343 | |||||||||||||||||||
| Seth Blackley | 87,638,361 | 166,919 | 59,041 | 12,613,344 | |||||||||||||||||||
| Russell Glass | 87,645,458 | 159,337 | 59,527 | 12,613,343 | |||||||||||||||||||
| Peter Grua | 86,497,034 | 1,307,809 | 59,479 | 12,613,343 | |||||||||||||||||||
| Shawn Guertin | 87,755,014 | 49,801 | 59,507 | 12,613,343 | |||||||||||||||||||
| Richard Jelinek | 86,798,166 | 886,587 | 179,568 | 12,613,344 | |||||||||||||||||||
| Kim Keck | 85,313,137 | 2,226,988 | 324,197 | 12,613,343 | |||||||||||||||||||
| Cheryl Scott | 85,933,757 | 1,728,943 | 201,622 | 12,613,343 | |||||||||||||||||||
| Brendan Springstubb | 87,749,751 | 43,005 | 71,565 | 12,613,344 | |||||||||||||||||||
Proposal 2
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025, as set forth below:
| For | Against | Abstentions | ||||||||||||
| 100,396,561 | 21,620 | 59,483 | ||||||||||||
Proposal 3
The Company’s stockholders approved the compensation of our named executive officers for 2024 on an advisory basis, as set forth below:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 77,588,031 | 10,172,695 | 103,596 | 12,613,343 | |||||||||||||||||
Proposal 4
The Company’s stockholders approved the amendment to the Amended and Restated 2015 Omnibus Incentive Compensation Plan, as set forth below:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 84,769,019 | 3,033,271 | 62,032 | 12,613,343 | |||||||||||||||||
SIGNATURE
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.
| Evolent Health, Inc. | ||||||||||||||
| Date: June 5, 2025 | /s/ Jonathan D. Weinberg | |||||||||||||
| Jonathan D. Weinberg | ||||||||||||||
| General Counsel and Secretary | ||||||||||||||
| (Duly Authorized Officer) | ||||||||||||||