Current Report Filing (8-k)

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

June 8, 2023

Date of Report (Date of earliest event reported)

Evolent Health, Inc.

(Exact name of registrant as specified in its charter)

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Delaware		001-37415						32-0454912
(State or other jurisdiction of incorporation or organization)		Commission File Number:						(I.R.S. Employer Identification No.)

800 N. Glebe Road	,	Suite 500	,	Arlington	,	Virginia	,	22203
(Address of principal executive offices)(zip code)

(571) 389-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, 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:

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

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

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

☐ 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

Class A Common Stock of Evolent Health, Inc., par value $0.01 per share

EVH

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 ☐

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.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) Evolent Health, Inc. (the “Company”) held its 2023 annual meeting of stockholders on June 8, 2023. At the 2023 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 2023 annual meeting filed with the Securities and Exchange Commission on April 28, 2023.

(b) The final voting results with respect to each proposal voted upon at the 2023 annual meeting are set forth below.

Proposal 1

The Company’s stockholders elected each of the nine director nominees named in the proxy statement to the Board of Directors for a one-year term expiring at the Company’s 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified, as set forth below:


	For	Against	Abstentions	Broker Non-Votes
Craig Barbarosh	92,628,578	8,130,483	67,363	5,271,272
Seth Blackley	100,249,455	512,031	64,938	5,271,272
M. Bridget Duffy, MD	98,022,157	2,736,856	67,411	5,271,272
Peter Grua	100,073,314	685,697	67,413	5,271,272
Diane Holder	92,977,179	7,781,884	67,361	5,271,272
Richard Jelinek	100,401,040	357,986	67,398	5,271,272
Kim Keck	98,212,241	2,546,772	67,411	5,271,272
Cheryl Scott	96,462,765	4,296,263	67,396	5,271,272
Tunde Sotunde, MD	100,245,662	513,433	67,329	5,271,272

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, 2023, as set forth below:


For	Against	Abstentions
105,998,310	17,515	81,871

Proposal 3

The Company’s stockholders approved the compensation of our named executive officers for 2022 on an advisory basis, as set forth below:


For	Against	Abstentions	Broker Non-Votes
98,899,814	1,875,305	51,305	5,271,272

Proposal 4

The Company’s stockholders approved the amendment to the Amended and Restated Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan, as set forth below:


For	Against	Abstentions	Broker Non-Votes
96,632,166	4,123,883	70,375	5,271,272

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.