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agilon health (NYSE: AGL) shareholders back directors, auditor and pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

agilon health, inc. reported the results of its annual stockholder meeting held on June 2, 2026. Stockholders elected three Class II directors—Diana McKenzie, Karen McLoughlin, and Ronald Williams—to serve until the 2029 annual meeting.

Stockholders also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. In addition, stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Diana McKenzie 11,679,958 votes Election as Class II director at 2026 annual meeting
Votes for Karen McLoughlin 9,525,491 votes Election as Class II director at 2026 annual meeting
Votes for Ronald Williams 10,837,623 votes Election as Class II director at 2026 annual meeting
Auditor ratification votes for 13,712,368 votes Ratification of Ernst & Young LLP for 2026
Say-on-pay votes for 11,228,258 votes Non-binding advisory vote on executive compensation
Broker non-votes on proposals 1 and 3 1,870,677 shares Director elections and say-on-pay at 2026 annual meeting
broker non-votes financial
"Votes Abstained | Broker Non-Votes 11,679,958 | 177,760 | 7,034 | 1,870,677"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding vote on executive compensation financial
"Non-Binding Vote on Executive Compensation The stockholders approved, on an advisory, non-binding basis, the compensation paid"
annual meeting of stockholders regulatory
"held its annual meeting of stockholders (the “Annual Meeting”). Below are the final voting results"
Class II directors regulatory
"were elected to the Company's Board of Directors to serve as Class II directors until the Company's 2029 annual meeting"
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Understanding 8-K Material Events →
0001831097FALSE00018310972026-06-022026-06-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________
FORM 8-K
_____________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 2026
_____________________________________________
agilon health, inc.
(Exact name of Registrant as Specified in Its Charter)
_____________________________________________
Delaware001-4033237-1915147
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
440 Polaris Parkway, Suite 550
Westerville, Ohio
43082
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: 562 256-3800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per shareAGLThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 2, 2026, agilon health, inc. (the "Company") held its annual meeting of stockholders (the “Annual Meeting”). Below are the final voting results.
Proposal No. 1 - Election of Directors
The following three individuals were elected to the Company's Board of Directors to serve as Class II directors until the Company's 2029 annual meeting of stockholders and until their successors have been duly elected and qualified.
Name
Votes
For
Votes
Against
Votes
Abstained
Broker
Non-Votes
Diana McKenzie11,679,958177,7607,0341,870,677
Karen McLoughlin9,525,4912,332,2087,0531,870,677
Ronald Williams10,837,6231,019,3477,7821,870,677

Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Votes For
Votes Against
Votes Abstained
13,712,3686,61616,445

Proposal No. 3 - Non-Binding Vote on Executive Compensation
The stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers.
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
11,228,258627,8708,6241,870,677


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
agilon health, inc.
Date:June 3, 2026By:
/s/ JEFFREY SCHWANEKE
Jeffrey Schwaneke
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did agilon health (AGL) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing three Class II directors, ratifying Ernst & Young LLP as auditor for 2026, and approving a non-binding advisory resolution on executive compensation. All three proposals received the required support to pass.

Which directors were elected to agilon health (AGL)’s board in 2026?

Diana McKenzie, Karen McLoughlin, and Ronald Williams were elected as Class II directors to agilon health’s board. They will serve until the company’s 2029 annual meeting of stockholders and until their successors are duly elected and qualified.

Did agilon health (AGL) stockholders ratify the company’s independent auditor for 2026?

Yes. Stockholders ratified Ernst & Young LLP as agilon health’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 13,712,368 votes for, 6,616 votes against, and 16,445 votes abstaining.

How did agilon health (AGL) stockholders vote on executive compensation in 2026?

Stockholders approved, on a non-binding advisory basis, the compensation of agilon health’s named executive officers. The proposal received 11,228,258 votes for, 627,870 votes against, 8,624 abstentions, and 1,870,677 broker non-votes recorded.

What are broker non-votes in agilon health (AGL)’s 2026 meeting results?

Broker non-votes are shares held in street name where brokers did not receive specific voting instructions on certain proposals. For the director elections and say-on-pay proposal, agilon health reported 1,870,677 broker non-votes in the 2026 annual meeting results.

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