Privia Health Group, Inc.
For the period ended May 22, 2024. Filed Apr 4, 2024.
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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.
May 22, 2024 · Filed Apr 4, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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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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(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 |
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| ☐ | Fee paid previously with preliminary material |
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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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950 N. Glebe Rd., Suite 700
Arlington, VA 22203
Telephone: (571)366-8850
April 4, 2024
Dear Stockholders:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders (“Annual Meeting”) of Privia Health Group, Inc. (“Privia Health” or the “Company”) on Wednesday, May 22, 2024 at 11:00 a.m. Eastern Time. This year’s Annual Meeting will be conducted via live webcast as a virtual meeting of stockholders. You will be able to attend the Annual Meeting online by visiting www.proxydocs.com/PRVA and you will be able to submit your questions and vote your shares electronically by attending the Annual Meeting at this virtual location.
All Privia Health stockholders of record at the close of business on Monday, March 25, 2024 are welcome to attend the Annual Meeting, but it is important that your shares are represented at the Annual Meeting whether or not you plan to attend. To ensure that you will be represented, we ask you to vote by telephone, mail, or over the Internet as soon as possible.
WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, TO ENSURE THE PRESENCE OF A QUORUM, PLEASE VOTE PRIOR TO THE VIRTUAL ANNUAL MEETING OVER THE INTERNET OR BY TELEPHONE AS INSTRUCTED IN THESE MATERIALS OR COMPLETE, DATE AND SIGN A PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE VIRTUAL ANNUAL MEETING AND WANT TO VOTE YOUR SHARES DURING THE MEETING, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED.
On behalf of the Board of Directors and our leadership team, I would like to express our appreciation for your continued interest in Privia Health.
Sincerely,
David P. King
Chair of the Board of Directors
| | 2024 Proxy Statement | LTR |
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950 N. Glebe Rd., Suite 700
Arlington, VA 22203
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| DATE AND TIME: | Wednesday, May 22, 2024 at 11:00 a.m., Eastern Time |
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| PLACE: | Online at: www.proxydocs.com/PRVA |
| ITEMS OF BUSINESS: | 1. To elect the four nominees listed in the accompanying proxy statement as Class II directors to the Board of Directors to serve until our 2027 annual meeting and until their respective successors have been duly elected and qualified; 2. To approve, on an advisory (non-binding) basis, the compensation of our named executive officers (“NEOs”); 3. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024; 4. To amend and restate our amended and restated certificate of incorporation (the “Charter”) to remove supermajority voting standards; 5. To amend and restate our Charter to remove or limit the personal liability of officers to the extent permitted by amendments to the Delaware General Corporation Law; and 6. To transact such other business as may properly come before the meeting. |
| WHO CAN VOTE: | You must be a stockholder of record at the close of business on March 25, 2024, to vote at the Annual Meeting. |
| INTERNET AVAILABILITY: | This Proxy Statement and our 2023 Annual Report to Stockholders are available free of charge at www.proxydocs.com/PRVA or on our website, www.priviahealth.com. |
| PROXY VOTING: | We cordially invite you or your legal representative to participate in the Annual Meeting, either by attending and voting online or by voting through other acceptable means. Your participation is important regardless of the number of shares you own. You may vote by telephone, through the Internet or by mailing your completed proxy card. Stockholders of record and beneficial owners will be able to vote their shares electronically at the Annual Meeting. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About the Annual Meeting and Voting” in the proxy statement. |
| MEETING ADMISSION: | You are entitled to attend the Annual Meeting online, vote and submit questions during the meeting by visiting online at: www.proxydocs.com/PRVA and entering the control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card (if you requested printed materials) or on the instructions that accompanied your proxy materials. You may also submit questions before and during the Annual Meeting using our virtual Annual Meeting forum. You will only be entitled to vote at the Annual Meeting and submit questions if you are a stockholder as of the close of business on March 25, 2024, the record date. More details on how to participate in this year’s Annual Meeting can be found in “Questions and Answers about the Annual Meeting” beginning on page 1. |
By Order of the Board of Directors,
Edward C. Fargis
Executive Vice President and General Counsel
Arlington, VA
April 4, 2024
| | 2024 Proxy Statement | NOT |
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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.