agilon health inc
For the period ended May 29, 2024. Filed Apr 18, 2024.
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May 29, 2024 · Filed Apr 18, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
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agilon health, inc.
(Name of Registrant as Specified in its Charter)
(Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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CEO Message.
| Dear agilon Shareholder: | | | April 18, 2024 | | |
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| In 2023, agilon established new partnerships with physician practices and health systems, expanded our Physician Network, and enhanced our purpose-built platform, all while we and the Medicare Advantage sector continued to navigate through a complex transition period for the industry. Our achievements would not be possible without the hard work and dedication of our team of more than 1,000 talented employees who believe in our mission to be the trusted, long-term partner of community-based physicians enabling them to reimagine the patient experience for older adults and lead the transformation of care delivery in their communities. | | | |||
| As mentioned, the current transition period we are in is the result of external challenges, as costs among the senior population rose faster than contemplated in Centers for Medicare & Medicaid Services (“CMS”) benchmarks and payor bids due to increased utilization. We believe this higher utilization may be driven by post-COVID pent up demand and other factors. However, we also believe that agilon and the broader industry (including CMS and our payor partners) will adjust to this new environment, supporting our ability to return to a more normalized margin trajectory over time. | | ||||
| In response to these dynamics, we’re taking concrete steps to improve our performance. From a forecasting perspective, this is reflected in the significant strengthening of our reserves exiting 2023 and our reset guidance for 2024 that assumes recent utilization remains elevated. From an operating perspective, we’re implementing the action plan we outlined in January 2024, with a focus on best-in-class execution on factors we can directly control. Our plan includes four elements: 1) expanding support for newer primary care physicians (“PCPs”) in our mature markets; 2) leveraging our strong payor relationships; 3) addressing our data visibility gaps; and 4) boosting our operating efficiency. At the same time, we will of course continue executing on the foundational elements of our full-risk Total Care Model. | | | On behalf of our Board of Directors and our entire team, thank you for supporting agilon health, and for helping us ensure our physician partners thrive alongside their patients. | ||
| As we make progress toward our actions, it’s important to remember that our business model is working. In fact, demand for our platform has never been stronger, and our Physician Network continues to drive quality outcomes, including quality scores at four and above. We’ve also made considerable reinvestments back into local primary care despite the challenging environment, reinvesting more than $200 million last year. We now have 31 partners in 13 states, which collectively represent 2,400+ PCPs in 30+ communities and around 650,000 senior patients. Our Physician Network will become even stronger with the addition of our Class of 2025 partners, even as we take a measured approach to growth due to the current environment. Additionally, we’re proud of the clinical research that we, along with our Physician Network, published last year from our full-risk Total Care Model, which evaluated patients with diabetes and those in our palliative care program. | | ||||
| On a separate note, I’d like to recognize Tim Bensley, chief financial officer, who will be retiring from agilon later this year, as well as Ben Kornitzer, MD, chief medical officer, who is transitioning out of the role and serving in a strategic capacity as special advisor to the company. Their contributions to their respective functions have been invaluable, and the leadership team and I look forward to announcing their successors soon. | | ||||
| I’d also like to recognize two independent members of our board of directors who joined last year: Silvana Battaglia, who brings more than two decades of business leadership experience in global human resources, and Diana McKenzie, who brings 30 years of leadership experience growing, scaling and transforming global businesses in the health care and software industries. With these additions and the transition of three board members off our board last year, our company moved from being a controlled company to one of independence, with majority independent membership on our board, including independent chairs for each of our major board committees. I am grateful to the nine members of our board as they are fundamental to advancing our company’s mission and contribute greatly to our success. | | ||||
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| In closing, I’d like to reiterate why our company continues to fill a critical need for our physician partners and their patients. Our full-risk Total Care Model is helping PCPs make the shift from volume to value, which is leading to better care for seniors and better cost care. Ultimately, it’s empowering physicians to transform our health care system. This is a worthy purpose, and is the reason why I joined agilon four years ago as well as why the leadership team and I continue to be excited about our company’s future and our role in value-based care. | | |
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| Our shareholders are extremely important to all of us at agilon, and we appreciate your support. Please know that the leadership team and I are committed to our fiduciary duty of acting in your best interests. With that being said, it’s my pleasure to invite you to learn more about our vision and progress at our third annual meeting of stockholders, taking place on May 29, 2024. The attached proxy statement contains information about the meeting agenda, as well as voting instructions. We thank you for taking time to review and vote on these important issues. | | |
| Best, | | |
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| Steve Sell Chief Executive Officer agilon health, inc. | |
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Notice of Annual
Meeting of Stockholders.
To the stockholders of agilon health, Inc.:
On behalf of the board of directors (the “board”), we cordially invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of agilon health, inc. (the “Company”).
AGENDA
At the meeting, stockholders will consider and vote on the following matters:
| 1 | Election of three Class III directors for a three-year term ending at the 2027 Annual Meeting of Stockholders |
| 2 | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 |
| 3 | Advisory vote to approve the compensation paid to the Company’s named executive officers |
| 4 | Any such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof |
The board recommends that you vote“FOR” the election of each of the nominees named in Proposal 1 of this proxy statement and“FOR” each of Proposals 2 and 3. Information about the matters to be acted upon at the Annual Meeting is contained in the accompanying proxy statement.
Please refer to the Proxy Statement Summary on page 1 for instructions on ways to vote your shares.
We are furnishing our proxy materials to all of our stockholders over the Internet rather than in paper form. We believe that this delivery process will lower the costs of printing and distributing our proxy materials and reduce our environmental impact, without impacting our stockholders’ timely access to this important information. Accordingly, stockholders of record at the close of business on April 4, 2024 will receive a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) and may vote at the Annual Meeting of Stockholders. Such stockholders will also receive notice of any postponements or adjournments of the meeting. The Notice of Internet Availability is being distributed to stockholders on or about April 18, 2024.
DATE
Wednesday,
May 29, 2024
TIME
12:00 p.m.,
Eastern Time
LOCATION
www.virtualshare holdermeeting.com/ AGL2024
We have adopted this technology to expand access to the meeting, improve communications and lower the cost to our stockholders, the Company and the environment.
We believe that the virtual Annual Meeting should enable increased stockholder participation from locations around the world.
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Table of Contents.
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