June 6, 20240001628908false00016289082024-06-062024-06-06

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 6, 2024
Date of Report (Date of earliest event reported)   

Evolent Health, Inc.
(Exact name of registrant as specified in its charter)
_________________________

Delaware001-3741532-0454912
(State or other jurisdiction of incorporation or organization)Commission File Number:(I.R.S. Employer
Identification No.)
1812 N.Moore Street,Suite 1705,Arlington,Virginia,22209
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock of Evolent Health, Inc., par value $0.01 per shareEVHNew 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 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:
ForAgainstAbstentionsBroker
Non-Votes
Toyin Ajayi, MD103,554,974 80,525 61,408 6,300,221 
Craig Barbarosh103,220,693 414,817 61,396 6,300,222 
Seth Blackley 103,266,119 368,108 62,679 6,300,222 
M. Bridget Duffy, MD101,835,947 1,799,562 61,397 6,300,222 
Russell Glass103,624,139 7,718 65,049 6,300,222 
Peter Grua99,725,657 3,909,853 61,396 6,300,222 
Diane Holder94,993,507 8,642,002 61,396 6,300,223 
Richard Jelinek103,531,067 104,432 61,406 6,300,223 
Kim Keck102,433,640 1,200,665 62,601 6,300,222 
Cheryl Scott102,077,236 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
109,895,10815,99886,021

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 AbstentionsBroker Non-Votes
97,716,1715,954,63926,0966,300,222

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 yearsAbstentionsBroker Non-Votes
100,361,35115,5452,093,5371,226,4736,300,222

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)

v3.24.1.1.u2
Cover
Jun. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 06, 2024
Entity Registrant Name Evolent Health, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-37415
Entity Tax Identification Number 32-0454912
Entity Address, Address Line One 1812 N.Moore Street
Entity Address, Address Line Two Suite 1705
Entity Address, City or Town Arlington
Entity Address, State or Province VA
City Area Code 571
Local Phone Number 389-6000
Entity Address, Postal Zip Code 22209
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock of Evolent Health, Inc., par value $0.01 per share
Trading Symbol EVH
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001628908
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