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agilon health, inc.

For the period ended Jun 2, 2026. Filed Apr 22, 2026.

View on SEC.gov

About 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.

Jun 2, 2026 · Filed Apr 22, 2026

AGL$113.39-0.3%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

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

Tuesday, June 2,

Time

12:00 p.m.,

Eastern Time

Location

Via live webcast at

www.virtualshare

holdermeeting.com/

AGL2026

Who Can Vote

Stockholders of

record as of

April 8, 2026

WAYS TO VOTE

Stockholders of record holding shares of the common stock, par value $0.01 per share (“common stock”) of agilon health,

inc., a Delaware corporation (referred to as "agilon," "agilon health," or the "Company"), as of the close of business on

April 8, 2026 (the “Record Date”) are entitled to vote at the 2026 annual meeting of stockholders (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.

Internet

Please log on to

www.proxyvote.com

and submit a proxy

to vote your

common stock by

11:59 p.m., Eastern

Time, on June 1,

Telephone

Please call the

number on your

proxy card until

11:59 p.m.,

Eastern Time, on

June 1, 2026.

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

ProposalsBoard Vote RecommendationFor Further Details
1Election of three Class II directors for a three-year term ending at the 2029 Annual Meeting of StockholdersFOReach nomineePage 73
2Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026FORPage 74
3Advisory vote to approve the compensation paid to the Company’s named executive officersFORPage 76
2| agilon health 2026 Proxy Statement

PROXY STATEMENT SUMMARY

BOARD NOMINEES

The following table sets forth the names and certain other information for each of the nominees for election as a Class II

director as of March 31, 2026.

Nominees · Current Occupation · Age · DirectorSince · Independent
Diana McKenzieManaging Director of DLM Horizons LLC612023
Karen McLoughlinSenior Advisor to McKinsey & Company612021
Ronald WilliamsExecutive Chairman and Co-Founder of the Company, Chairman and Chief Executive Officer of RW2 Enterprises and operating advisor to Clayton, Dubilier & Rice LLC ("CD&R")762017

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.

OURVISION

To transform the future of

health care in 100+

communities across the

country by facilitating

exceptional patient-

physician relationships.

OUR PURPOSE

Empowering physicians to

transform healthcare in our

communities.

OURVALUES

Partnership &

Collaboration

Quality &

Service

Accountability

& Integrity

Continuous

Improvement

Excellence

Expertise

Innovation

agilon health 2026 Proxy Statement |3

PROXY STATEMENT SUMMARY

EXECUTIVE COMPENSATION PROGRAM DESIGN AND GOVERNANCE PRACTICES

The Company's executive compensation program is designed to provide strong alignment between executive pay,

stockholder interests, and company performance, and incorporates best practices including the following:

WHAT

AGILON

DOES

Reward executives commensurate with their performance, experience and capabilities

Emphasize at-risk pay by tying a majority of the executive's total compensation

opportunity to performance goals and/or stock price performance

Create “ownership culture” and align executives with stockholders by delivering a

significant portion of pay in equity awards

Maintain a stock ownership guideline policy that reinforces the alignment of executive and

stockholder interests

Maintain a clawback policy that applies to performance-based cash and equity programs

Review external market data when making decisions on executive pay levels and annually

review the Company's peer group

Conduct an annual advisory vote on named executive officer compensation

Engage an independent compensation consultant to advise the Compensation and

Human Capital Committee

Provide competitive employee benefits

Allow executives to hedge or monetize transactions with respect to the Company's

securities

Allow executives to pledge the Company’s securities as collateral for a loan

Use compensation practices that encourage unnecessary and excessive risk taking

Provide dividends or dividend equivalents on unearned performance-based share units

unless and until the underlying award vests (and if such award is forfeited, no dividend

equivalents are paid out)

Grant stock options or stock appreciation rights with an exercise price less than the fair

market value on the grant date and do not exchange or reprice underwater options

WHAT

AGILON

DOESN’T DO

4| agilon health 2026 Proxy Statement

Important Notice Regarding the

Availability of Proxy Materials

for the Annual Meeting of

Stockholders to be Held on

June 2, 2026.

The proxy statement and annual report to stockholders are available at

www.proxyvote.comorwww.investors.agilonhealth.com.

In accordance with rules and regulations adopted by the SEC, the proxy materials have been made available over the

Internet to stockholders rather than in paper form. Accordingly, the Notice of Internet Availability has been mailed to

stockholders on or about April 22, 2026. 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 the Company's proxy materials by the

Internet, the Company is lowering the costs and reducing the environmental impact of the Annual Meeting.

The Notice of Internet Availability also provides instructions on how you may request that the Company 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. The Company encourages you to choose to receive future proxy materials by electronic mail, which will allow

the Company to provide you with the information you need expeditiously, will save the Company the cost of printing and

mailing documents to you, and will conserve natural resources.

agilon health 2026 Proxy Statement |5
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.