Astrana Health, Inc.
For the period ended Jun 10, 2026. Filed Apr 17, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 10, 2026 · Filed Apr 17, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
Astrana Health, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN for the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Astrana Health, Inc. (the “Company,” “we,” “our,” or “us”).
Date: Wednesday, June 10, 2026 at 10:00 a.m., Pacific Time
Location: 1668 S. Garfield Avenue, 3rd Floor Conference Room, Alhambra, California 91801
Items of business: To consider and vote upon the following:
| 1. | To elect nine directors to our Board of Directors (the “Board”), each to hold office until the 2027 Annual Meeting of Stockholders; |
| 2. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| 3. | To approve, on an advisory, non-binding basis, the compensation program for our named executive officers as disclosed in the proxy statement accompanying this notice; |
| 4. | To approve the Astrana Health, Inc. Amended and Restated 2024 Equity Incentive Plan; and |
| 5. | To transact such other business as may properly come before the meeting, or any postponement or adjournments of the meeting. |
These matters are described more fully in the proxy statement accompanying this notice.
Record date: The Board has fixed the close of business on April 14, 2026 as the record date (the “Record Date”) for determining those stockholders who will be entitled to notice of and to vote at the 2026 Annual Meeting. Only stockholders of record at the close of business on the Record Date will be entitled to notice of, and to vote at, the meeting.
Voting: We urge you to submit your proxy promptly by Internet, telephone, or mail, even if your shares were sold after the Record Date. If your broker, bank, or other nominee is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive voting instructions from such broker, bank, or other nominee. You must follow these instructions in order for your shares to be voted.
Please read the accompanying proxy materials carefully. Your vote is important, and we appreciate your cooperation in considering and acting on the matters presented. Even if you plan to attend the 2026 Annual Meeting, we recommend that you vote prior to the meeting to ensure that your shares will be represented.
By Order of the Board of Directors,
Kenneth Sim, M.D.
Executive Chairman
April 17, 2026
Alhambra, California
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2026:
The Notice of Annual Meeting, Proxy Statement, and Annual Report to Stockholders are available atwww.proxyvote.com
ASTRANA HEALTH, INC.
TABLE OF CONTENTS
| PROXY SUMMARY | 1 |
|---|---|
| IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 2 |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 6 |
| BACKGROUND OF DIRECTORS | 7 |
| CORPORATE GOVERNANCE | 12 |
| DIRECTOR COMPENSATION | 22 |
| PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 25 |
| PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 26 |
| PROPOSAL 4 – APPROVAL OF THE ASTRANA HEALTH, INC. AMENDED AND RESTATED 2024 EQUITY INCENTIVE PLAN | 27 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 35 |
| EXECUTIVE COMPENSATION | 36 |
| COMPENSATION COMMITTEE REPORT | 36 |
| COMPENSATION DISCUSSION AND ANALYSIS | 36 |
| COMPENSATION TABLES AND RELATED NARRATIVE | 51 |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 58 |
| CEO PAY RATIO | 59 |
| PAY V. PERFORMANCE | 60 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 65 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 67 |
| DELINQUENT SECTION 16(a) REPORTS | 68 |
| AUDIT COMMITTEE REPORT | 69 |
| STOCKHOLDER PROPOSALS | 70 |
| OTHER MATTERS | 71 |
| ANNEX A | 72 |
| ANNEX B | 74 |
This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties and are based on current expectations, are inherently uncertain, and are subject to changing assumptions. The forward-looking statements include, but are not limited to, statements relating to our ability to realize the anticipated benefits of our completed acquisition of certain businesses and assets relating to Prospect Health Systems (“Prospect Health”). Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks and uncertainties that are discussed in our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. We do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances, except as otherwise required by law. No assurance can be given that any plan, initiative, projection, goal, target, commitment, expectation, or prospect set forth in this proxy statement can or will be achieved. Inclusion of information in this proxy statement is not an indication that the subject or information is material to our business or operating results. In addition, the information on or accessible through, including any reports available on, our website is not, and shall not be deemed to be, a part of this proxy statement or incorporated by reference into this or any other filing we make with the SEC. Any reference to our website throughout this proxy statement is intended to be an inactive textual reference only.
2026 PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.