Ardent Health (ARDT) shareholders elect board and back pay and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ardent Health, Inc. reported the results of its Annual Meeting of Stockholders held on May 20, 2026. Stockholders representing 98,778,826 shares of common stock were present in person or by proxy, out of 143,095,662 shares outstanding and entitled to vote as of the record date.

All 11 director nominees were elected, each receiving more votes "For" than "Withhold." Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers. In addition, they ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Shares represented at meeting: 98,778,826 shares Shares outstanding and entitled to vote: 143,095,662 shares Say-on-pay votes For: 91,093,535 votes +4 more

7 metrics

Shares represented at meeting 98,778,826 shares Common stock present or by proxy at 2026 annual meeting

Shares outstanding and entitled to vote 143,095,662 shares Common stock as of record date for 2026 annual meeting

Say-on-pay votes For 91,093,535 votes Non-binding advisory approval of named executive officer compensation

Say-on-pay votes Against 300,746 votes Non-binding advisory vote on executive compensation

Auditor ratification votes For 97,852,830 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Auditor ratification votes Against 918,233 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Director votes For (example nominee) 91,362,871 votes Votes For director nominee Rob Webb at the 2026 annual meeting

Key Terms

broker non-votes, non-binding advisory basis, independent registered public accounting firm, Annual Meeting of Stockholders, +1 more

5 terms

broker non-votes financial

"For | Withhold | Broker Non-Votes Mark Sotir | 90,717,572 | 861,184 | 7,200,070"

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.

non-binding advisory basis financial

"The stockholders approved on a non-binding advisory basis the compensation paid"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

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.

Annual Meeting of Stockholders financial

"held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 20, 2026"

broker non-votes financial

"For | Against | Abstentions | Broker Non-Votes 91,093,535 | 300,746 | 184,475 | 7,200,070"

Understanding 8-K Material Events →

05/26/2026 - 04:37 PM

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): May 26, 2026 (May 20, 2026)



ARDENT HEALTH, INC.
(Exact Name of Registrant as Specified in its Charter)


Delaware	001-42180	61-1764793
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

340 Seven Springs Way, Suite 100, Brentwood, Tennessee		37027
(Address of Principal Executive Offices)		(Zip Code)

	(615) 296-3000
(Registrant's Telephone Number, including Area Code)

	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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-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, $.01 par value per share

ARDT

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 ☐

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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

Ardent Health, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 20, 2026. At the Annual Meeting, a total of 98,778,826 shares of the Company’s common stock, out of a total of 143,095,662 shares of common stock outstanding and entitled to vote as of the record date for the Annual Meeting, were represented in person or by proxy. Voting results from the Annual Meeting were as follows:

1.The following 11 director nominees were elected to the Company's Board of Directors, as follows:


	For	Withhold	Broker Non-Votes

Mark Sotir	90,717,572	861,184	7,200,070
Martin J. Bonick	91,240,732	338,024	7,200,070
Peter Bulgarelli	91,267,887	310,869	7,200,070
Peter Bynoe	87,141,918	4,436,838	7,200,070
Suzanne Campion	91,271,694	307,062	7,200,070
Robert A. DeMichiei	91,243,922	334,834	7,200,070
William Goodyear	91,243,902	334,854	7,200,070
Ellen Havdala	86,273,698	5,305,058	7,200,070
Edmondo Robinson	91,328,193	250,563	7,200,070
Rahul Sen	79,335,440	12,243,316	7,200,070
Rob Webb	91,362,871	215,885	7,200,070

2. The stockholders approved on a non-binding advisory basis the compensation paid by the Company to its named executive officers, as disclosed in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 8, 2026, as follows:


For	Against	Abstentions	Broker Non-Votes

91,093,535	300,746	184,475	7,200,070

3. 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, as follows:


For	Against	Abstentions	Broker Non-Votes

97,852,830	918,233	7,763	0

SIGNATURE

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 hereunto duly authorized.


Dated: May 26, 2026	ARDENT HEALTH, INC.

	By:	/s/ Stephen C. Petrovich

	Name:	Stephen C. Petrovich
	Title:	Executive Vice President & General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What did Ardent Health (ARDT) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing 11 directors, approving executive compensation on a non-binding advisory basis, and ratifying Ernst & Young LLP as independent auditor for the year ending December 31, 2026.

How many Ardent Health (ARDT) shares were represented at the 2026 annual meeting?

A total of 98,778,826 shares of Ardent Health common stock were represented in person or by proxy, out of 143,095,662 shares outstanding and entitled to vote as of the record date for the meeting.

Were all Ardent Health (ARDT) director nominees elected at the 2026 annual meeting?

Yes, all 11 director nominees were elected. Each nominee, including Mark Sotir, Martin J. Bonick, and others, received more votes "For" than "Withhold," with broker non-votes reported separately for each director.

How did Ardent Health (ARDT) shareholders vote on executive compensation in 2026?

Shareholders approved the company’s named executive officer compensation on a non-binding advisory basis, with 91,093,535 votes "For," 300,746 "Against," 184,475 "Abstentions," and 7,200,070 broker non-votes recorded for this advisory proposal.

Which audit firm did Ardent Health (ARDT) shareholders ratify for fiscal 2026?

Shareholders ratified Ernst & Young LLP as Ardent Health’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 97,852,830 votes "For," 918,233 "Against," and 7,763 "Abstentions" and no broker non-votes.

Filing Exhibits & Attachments

3 documents