agilon health inc
For the period ended May 29, 2024. Filed Apr 18, 2024.
View on SEC.govAbout this filing
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.
May 29, 2024 · Filed Apr 18, 2024
Contents
Proxy Statement Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find further information in this proxy statement.
MEETING INFORMATION
| | | Date Wednesday, May 29, 2024 | | | | | Time 12:00 p.m., Eastern Time | | | | | Location Via live webcast at www.virtualshare holdermeeting.com/ AGL2024 | | | | | Who Can Vote Stockholders of record as of April 4, 2024 |
WAYS TO VOTE
Stockholders of record holding shares of common stock, par value $0.01 per share (the “Shares”) as of the close of business on April 4, 2024 (the “Record Date”) are entitled to vote at the Annual Meeting. Beneficial owners whose Shares are held at a brokerage firm or by a bank or other nominee should follow the voting instructions that they received from the nominee.
| | | InternetPlease log on to www.proxyvote.com and submit a proxy to vote your Shares by 11:59 p.m., Eastern Time, on May 28, 2024. | | | | | Telephone Please call the number on your proxy card until 11:59 p.m., Eastern Time, on May 28, 2024. | | | | | Mail If you received printed copies of the proxy materials, you may vote by mail. Please return your proxy card to the address listed so that it is received prior to the Annual Meeting. | | | | | Virtually You may attend the virtual Annual Meeting and cast your vote. Stockholders present virtually during the Annual Meeting will be considered present in person. |
VOTING RECOMMENDATIONS
| Proposals | | | | | | Board Vote Recommendation | | | For Further Details |
| 1 | | | Election of three Class III directors for a three-year term ending at the 2027 Annual Meeting of Stockholders | | | FOR each nominee | | | Page 59 |
| 2 | | | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2024 | | | FOR | | | Page 60 |
| 3 | | | Advisory vote to approve the compensation paid to the Company’s named executive officers | | | FOR | | | Page 62 |
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| | | PROXY STATEMENT SUMMARY |
BOARD NOMINEES
The following table sets forth the names and certain other information for the nominees for election as a Class III director as of March 31, 2024.
| Nominees · · · Current Occupation · · · Age · · · Director Since · · · Independent | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Mr. Ravi Sachdev | | | Partner of Clayton, Dubiilier & Rice, board vice chairman of the Company, director of Covetrus, Inc., Steve Madden, Inc., Millennium Physician Group, apree health and Gentiva | | | 47 | | | 2017 | | |
| Mr. Steven J. Sell | | | Chief Executive Officer and director of the Company | | | 57 | | | 2020 | | |
| Dr. William Wulf | | | Director of apree health, former CEO and founding partner of Central Ohio Primary Care | | | 64 | | | 2017 | | |
OUR VISION
To transform the future of health care in 100+ communities across the country by facilitating exceptional
patient-physician relationships.
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.
OUR PURPOSE
Empowering physicians to transform health care in our communities.
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| | | PROXY STATEMENT SUMMARY |
OUR VALUES
| | | Partnership & Collaboration | | | | | Quality & Service | | | | | Accountability & Integrity | | | | | Continuous Improvement |
| | | Excellence | | | | | Expertise | | | | | Innovation | | | | |
EXECUTIVE COMPENSATION PROGRAM DESIGN AND GOVERNANCE PRACTICES
Our executive compensation program is designed to provide strong alignment between executive pay, stockholder interests, and company performance, and incorporates best practices such as the following:
| WHAT WE DO | | | | | Reward our executives commensurate with their performance, experience and capabilities | |
|---|---|---|---|---|---|---|
| | | | Reward achievement of short-term business objectives and results | |||
| | | | Align executive and stockholder interests | |||
| | | | Create “ownership culture” with equity awards | |||
| | | | Provide employment retention incentives | |||
| | | | Provide competitive employee benefits | |||
| | | | Reward achievement of goals related to our team and culture engagement plan, leadership development and our diversity, equity, inclusion and belonging priorities | |||
| | | | Emphasize long-term growth through maximizing focus on increasing shareholder value | |||
| WHAT WE DON’T DO | | | | | No hedging or monetization transactions with respect to the Company’s securities | |
| | | | No pledging of the Company’s securities as collateral for a loan | |||
| | | | No compensation practices that encourage unnecessary and excessive risk taking | |||
| | | | Do not provide dividends or dividend equivalents on unearned PSUs unless and until the underlying PSU vests (and if such PSUs are forfeited, no dividend equivalents are paid out) | |||
| | | | Do not grant stock options or stock appreciation rights with an exercise price less than the fair market value on the grant date | |||
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 29, 2024.
The proxy statement and annual report to stockholders are available atwww.proxyvote.com orwww.investors.agilonhealth.com
In accordance with rules and regulations adopted by the SEC, we are pleased to provide access to our proxy materials over the Internet to all of our stockholders rather than in paper form. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) has been mailed to our stockholders on or about April 18, 2024. Stockholders will have the ability to access the proxy materials on the websites listed above, or to request a printed set of the proxy materials be sent to them by following the instructions in the Notice of Internet Availability. By furnishing a Notice of Internet Availability and access to our proxy materials by the Internet, we are lowering the costs and reducing the environmental impact of our annual meeting.
The Notice of Internet Availability also provides instructions on how you may request that we send future proxy materials to you by electronic mail or in printed form by mail. If you choose to receive future proxy materials by electronic mail, you will receive an electronic mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by electronic mail or in printed form by mail will remain in effect until you terminate it. We encourage you to choose to receive future proxy materials by electronic mail, which will allow us to provide you with the information you need expeditiously, will save us the cost of printing and mailing documents to you, and will conserve natural resources.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.