Omada Health, Inc.
For the period ended Jun 16, 2026. Filed Apr 28, 2026.
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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.
Jun 16, 2026 · Filed Apr 28, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by a party other than the Registrant ☐
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| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ☐ | Fee paid previously with preliminary materials. |
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Letter to the Stockholders
San Francisco, California
April 28, 2026
Dear Stockholder,
I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Omada Health, Inc. (the “Company” or “Omada”), which will be held online via live audio webcast at www.virtualshareholdermeeting.com/OMDA2026, on June 16, 2026 at 9:00 a.m. PT.
The attached Notice of 2026 Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting.
Your vote is important. Whether or not you attend the Annual Meeting online, I urge you to vote and submit your proxy via the internet, by phone, or by mail as soon as possible. If you decide to attend the Annual Meeting online, you will be able to vote electronically at the Annual Meeting, even if you have previously submitted your proxy.
Thank you for your support.
Sincerely,
Sean Duffy
Chief Executive Officer and Director
Notice of 2026 Annual Meeting of Stockholders
MEETING DETAILS
| Date TuesdayJune 16, 2026 | Time9:00 a.m.Pacific Time | Location Online at: www.virtualshareholdermeeting.com/OMDA2026 |
ITEMS OF BUSINESS
| 1 | To elect Sean Duffy and Trevor Fetter as Class I Directors, to serve until the 2029 Annual Meeting of Stockholders and until each such director’s respective successor is elected and qualified; |
| 2 | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
| 3 | To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting. |
Place: Virtually at www.virtualshareholdermeeting.com/OMDA2026. Please refer to the accompanying proxy statement for information on how to register and attend the virtual Annual Meeting. There is no physical location for the Annual Meeting.
Voting: Whether or not you attend the Annual Meeting online, it is important that your shares of common stock be represented and voted at the Annual Meeting. Please refer to the accompanying proxy statement for information on how to vote prior to the Annual Meeting. If you decide to attend the Annual Meeting online, you will be able to vote electronically using the control number on your Notice of Internet Availability, on your proxy card, or in the instructions accompanying your proxy materials, even if you have previously submitted your proxy.
Who Can Vote: Only stockholders of record at the close of business on April 20, 2026 are entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection for 10 days prior to the Annual Meeting at our executive offices. A complete list of record stockholders will be available for examination on a reasonably accessible electronic network by any stockholder for any purpose germane to the Annual Meeting for a period of ten days ending on the day before the Annual Meeting date. If you would like to view the list, please contact us at https://investors.omadahealth.com/ir-resources/contact-ir. The information contained on, or that can be accessed through, our website is deemed not to be incorporated in this notice or the proxy statement and references to our website address in this notice or the proxy statement are inactive textual references only.
| Proxy Statement Summary | 1 |
|---|---|
| Questions and Answers About the 2026 Annual Meeting of Stockholders | 4 |
| Proposal No. 1: Election of Directors | 8 |
| Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 15 |
| Report of the Audit Committee of the Board of Directors | 16 |
| Independent Registered Public Accounting Firm Fees and Other Matters | 17 |
| Executive Officers | 19 |
| Corporate Governance | 20 |
| Committees of the Board | 24 |
| Executive and Director Compensation | 29 |
| Equity Compensation Plan Information | 38 |
| Security Ownership of Certain Beneficial Owners and Management | 39 |
| Certain Relationships and Related-Person Transactions | 42 |
| Other Matters | 46 |
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