agilon health, inc.
For the period ended Jun 2, 2026. Filed Apr 22, 2026.
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.
Jun 2, 2026 · Filed Apr 22, 2026
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
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.
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 II directors for a three-year term ending at the 2029 Annual Meeting of Stockholders | FOReach nominee | Page 73 |
| 2 | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 | FOR | Page 74 |
| 3 | Advisory vote to approve the compensation paid to the Company’s named executive officers | FOR | Page 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 McKenzie | Managing Director of DLM Horizons LLC | 61 | 2023 |
| Karen McLoughlin | Senior Advisor to McKinsey & Company | 61 | 2021 |
| Ronald Williams | Executive 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") | 76 | 2017 |
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 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.