Evolent Health Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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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
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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Item 5.07 Submission of Matters to a Vote of Security Holders
(a) Evolent Health, Inc. (the “Company”) held its 2024 annual meeting of stockholders on June 6, 2024. At the 2024 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 2024 annual meeting filed with the Securities and Exchange Commission on April 26, 2024.
(b) The final voting results with respect to each proposal voted upon at the 2024 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 2025 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 | 103,554,974 | 80,525 | 61,408 | 6,300,221 | |||||||||||||||||||
| Craig Barbarosh | 103,220,693 | 414,817 | 61,396 | 6,300,222 | |||||||||||||||||||
| Seth Blackley | 103,266,119 | 368,108 | 62,679 | 6,300,222 | |||||||||||||||||||
| M. Bridget Duffy, MD | 101,835,947 | 1,799,562 | 61,397 | 6,300,222 | |||||||||||||||||||
| Russell Glass | 103,624,139 | 7,718 | 65,049 | 6,300,222 | |||||||||||||||||||
| Peter Grua | 99,725,657 | 3,909,853 | 61,396 | 6,300,222 | |||||||||||||||||||
| Diane Holder | 94,993,507 | 8,642,002 | 61,396 | 6,300,223 | |||||||||||||||||||
| Richard Jelinek | 103,531,067 | 104,432 | 61,406 | 6,300,223 | |||||||||||||||||||
| Kim Keck | 102,433,640 | 1,200,665 | 62,601 | 6,300,222 | |||||||||||||||||||
| Cheryl Scott | 102,077,236 | 1,558,263 | 61,406 | 6,300,223 | |||||||||||||||||||
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, 2024, as set forth below:
| For | Against | Abstentions | ||||||||||||
| 109,895,108 | 15,998 | 86,021 | ||||||||||||
Proposal 3
The Company’s stockholders approved the compensation of our named executive officers for 2023 on an advisory basis, as set forth below:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 97,716,171 | 5,954,639 | 26,096 | 6,300,222 | |||||||||||||||||
Proposal 4
The Company’s stockholders selected the frequency of future advisory votes on executive compensation on an advisory basis, as set forth below:
| 1 year | 2 years | 3 years | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| 100,361,351 | 15,545 | 2,093,537 | 1,226,473 | 6,300,222 | ||||||||||||||||||||||
The Board of Directors considered the voting results with respect to Proposal 4 and has determined that the Company will hold future non-binding advisory votes of the stockholders on the compensation of the Company’s named executive officers as set forth in the Company’s proxy statement every year until the next required advisory vote of the Company’s stockholders on the frequency of stockholder advisory votes on executive compensation.
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 11, 2024 | /s/ Jonathan D. Weinberg | |||||||||||||
| Jonathan D. Weinberg | ||||||||||||||
| General Counsel and Secretary | ||||||||||||||
| (Duly Authorized Officer) | ||||||||||||||