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): May 29, 2024
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agilon health, inc.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | | 001-40332 | | 37-1915147 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 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)
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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:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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:
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| 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 5.07 Submission of Matters to a Vote of Security Holders.
On May 29, 2024, agilon health, inc. (the "Company") held its annual meeting of stockholders (the “Annual Meeting”). For more information on the following proposals submitted to stockholders at the Annual Meeting, see the Company’s definitive proxy statement dated April 18, 2024. Below are the final voting results.
Proposal No. 1 - Election of Directors
The following three individuals were elected to the Company’s Board of Directors to serve as Class III directors until the Company’s 2027 annual meeting of stockholders and until their successors have been duly elected and qualified.
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Name | | Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| Ravi Sachdev | | 359,574,466 | | 25,246,100 | | 106,890 | | 7,698,907 |
| Steven J. Sell | | 362,777,063 | | 22,042,462 | | 107,931 | | 7,698,907 |
| William Wulf, M.D. | | 359,928,894 | | 24,926,633 | | 71,929 | | 7,698,907 |
Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
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| Votes For | | Votes Against | | Votes Abstained |
| 391,453,808 | | 1,087,702 | | 84,853 |
Proposal No. 3 - Non-Binding Vote on Executive Compensation
The stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers.
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| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 318,678,236 | | 66,152,444 | | 96,776 | | 7,698,907 |
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.
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| | | agilon health, inc. |
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| Date: | June 3, 2024 | By: | /s/ Timothy Bensley |
| | | Timothy Bensley
Chief Financial Officer |
