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Astrana Health (ASTH) investors approve expanded 2024 equity incentive plan to 2036

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

Rhea-AI Filing Summary

Astrana Health, Inc. reported results from its 2026 Annual Meeting of Stockholders. Stockholders approved the Amended and Restated 2024 Equity Incentive Plan, which increases the shares of common stock reserved for issuance by 1,000,000 shares and extends the plan’s term until March 24, 2036. All director nominees were elected and the appointment of the independent registered public accounting firm was ratified. An advisory vote on executive compensation passed, and the equity plan received strong support, with 34,679,879 votes in favor. The meeting had a quorum, with 43,772,595 shares represented, about 78.6% of the 55,713,532 shares outstanding as of the record date.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan share increase 1,000,000 shares Additional common shares reserved under Amended and Restated 2024 Equity Incentive Plan
Plan term end date March 24, 2036 Expiration of Amended and Restated 2024 Equity Incentive Plan
Shares outstanding on record date 55,713,532 shares Common stock outstanding as of April 14, 2026 record date
Shares represented at meeting 43,772,595 shares Shares present in person or by proxy at 2026 Annual Meeting (about 78.6% of eligible votes)
Equity plan approval votes for 34,679,879 votes Votes in favor of Proposal 4 approving the 2024 Plan
Say-on-pay approval votes for 34,119,199 votes Votes in favor of advisory executive compensation proposal
Auditor ratification votes for 43,722,509 votes Votes supporting ratification of independent registered public accounting firm
Meeting participation rate 78.6% Approximate percentage of total outstanding eligible votes represented at meeting
Amended and Restated 2024 Equity Incentive Plan financial
"approved the Astrana Health, Inc. Amended and Restated 2024 Equity Incentive Plan"
broker non-votes financial
"Kenneth Sim, M.D. ... 1,959,958 ... 8,356,118 broker non-votes"
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.
advisory vote on executive compensation financial
"Proposal 3. Advisory Vote on Executive Compensation"
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
independent registered public accounting firm financial
"Ratification of Appointment of 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.
record date financial
"At the close of business on April 14, 2026, the record date for the Annual Meeting"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
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false 0001083446 0001083446 2026-06-10 2026-06-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 10, 2026

 

ASTRANA HEALTH, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware 001-37392 95-4472349
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)

 

1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801

(Address of Principal Executive Offices) (Zip Code)

 

(626) 282-0288

Registrant’s Telephone Number, Including Area Code

 

 

(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, $0.001 par value per share ASTH The Nasdaq Stock Market LLC

 

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The stockholders of Astrana Health, Inc. (the “Company”) approved the Astrana Health, Inc. Amended and Restated 2024 Equity Incentive Plan (as amended and restated, the “2024 Plan”) at the 2026 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) held on June 10, 2026. The 2024 Plan was previously approved by the Company’s Board of Directors (the “Board”). As amended and restated, the number of shares of the Company’s common stock reserved for issuance under the 2024 Plan has been increased by 1,000,000 shares, and the term of the 2024 Plan has been extended until March 24, 2036.

 

A summary of the 2024 Plan is included in Proposal 4 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2026 (the “Proxy Statement”), which summary is incorporated in its entirety herein by reference. The summaries of the 2024 Plan contained herein and in the Proxy Statement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the 2024 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

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

 

The Company held its Annual Meeting on June 10, 2026. At the close of business on April 14, 2026, the record date for the Annual Meeting (the “Record Date”), there were 55,713,532 shares of common stock, par value $0.001 per share, of the Company issued and outstanding. At the Annual Meeting, there were present in person or by proxy 43,772,595 shares of the Company’s common stock, representing stockholders entitled to cast approximately 78.6% of the total outstanding eligible votes and constituting a quorum. At the Annual Meeting:

 

1.Nine directors were elected to the Board, each to hold office until the 2027 Annual Meeting of Stockholders.

 

2.The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified.

 

3.The compensation program for the Company’s named executive officers as disclosed in Proxy Statement was approved, on an advisory, non-binding basis.

 

4.The 2024 Plan was approved.

 

The voting results for each such matter were as follows:

 

Proposal 1. Election of Directors

 

Nominee   For   Withheld   Broker Non-Votes
Kenneth Sim, M.D.   33,456,519   1,959,958   8,356,118
Thomas S. Lam, M.D., M.P.H.   33,486,509   1,929,968   8,356,118
John Chiang   34,104,046   1,312,431   8,356,118
Weili Dai   33,926,696   1,489,781   8,356,118
Linda Dong   33,330,641   2,085,836   8,356,118
J. Lorraine Estradas, R.N., B.S.N. M.P.H.   32,171,774   3,244,703   8,356,118
Mitchell W. Kitayama   33,320,506   2,095,971   8,356,118
Matthew Mazdyasni   33,610,789   1,805,688   8,356,118
David G. Schmidt   33,198,453   2,218,024   8,356,118

  

Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm

 

For   Against   Abstain   Broker Non-Votes
43,722,509   19,566   30,520   —

  

   

 

 

Proposal 3. Advisory Vote on Executive Compensation

 

For   Against   Abstain   Broker Non-Votes
34,119,199   1,209,072   88,206   8,356,118

  

Proposal 4. Approval of the 2024 Plan

 

For   Against   Abstain   Broker Non-Votes
34,679,879   701,303   35,295   8,356,118

  

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.		   Description of Exhibit
10.1*   Astrana Health, Inc. Amended and Restated 2024 Equity Incentive Plan.
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

 

* Management contract or compensatory plan, contract or arrangement.

 

   

 

 

 

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 hereunto duly authorized.

 

  ASTRANA HEALTH, INC.
   
Date: June 10, 2026 By: /s/ Brandon K. Sim
  Name: Brandon K. Sim
  Title: Chief Executive Officer and President

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Astrana Health (ASTH) stockholders approve at the 2026 annual meeting?

Astrana Health stockholders approved the Amended and Restated 2024 Equity Incentive Plan. The plan increases shares reserved for equity awards by 1,000,000 and extends the plan’s term to March 24, 2036, supporting ongoing stock-based compensation and incentives.

How many Astrana Health (ASTH) shares were outstanding on the 2026 record date?

Astrana Health had 55,713,532 shares of common stock outstanding on the April 14, 2026 record date. This figure determined which stockholders were entitled to vote at the 2026 Annual Meeting and sets the base for calculating quorum and voting percentages.

What was the quorum and turnout at Astrana Health’s 2026 Annual Meeting?

At the 2026 Annual Meeting, 43,772,595 shares were present in person or by proxy. This represented approximately 78.6% of the 55,713,532 outstanding shares, meaning the meeting achieved a valid quorum for conducting official stockholder business.

Did Astrana Health (ASTH) stockholders approve executive compensation in 2026?

Yes. In the advisory vote on executive compensation, 34,119,199 votes were cast for, 1,209,072 against, and 88,206 abstained. There were 8,356,118 broker non-votes, but the proposal passed based on votes cast for and against compensation.

How did Astrana Health stockholders vote on the 2024 Equity Incentive Plan?

For the 2024 Equity Incentive Plan, 34,679,879 votes were in favor, 701,303 against, and 35,295 abstained, with 8,356,118 broker non-votes. The strong “for” vote resulted in approval of the amended and restated equity incentive plan.

Was Astrana Health’s independent auditor ratified at the 2026 meeting?

Yes. Stockholders ratified the appointment of Astrana Health’s independent registered public accounting firm with 43,722,509 votes for, 19,566 against, and 30,520 abstentions. There were no broker non-votes on this proposal, reflecting broad support for the auditor.

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