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Claritev (NYSE: CTEV) investors approve incentive plan expansion and elect directors

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

Rhea-AI Filing Summary

Claritev Corporation held its Annual Meeting on April 29, 2026, where stockholders approved an amendment to the 2020 Omnibus Incentive Plan that increases the common stock reserved under the plan by an additional 2,375,000 shares. Stockholders also elected four Class III directors to the Board and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2026. In advisory voting, stockholders approved the compensation of the named executive officers and supported the incentive plan amendment, indicating broad backing for the company’s current governance and compensation structure.

Positive

  • None.

Negative

  • None.
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.
Incentive plan share increase 2,375,000 shares Additional common stock reserved under 2020 Omnibus Incentive Plan
Votes for Dale A. White 10,018,392 shares Election as Class III director at 2026 Annual Meeting
Auditor ratification for votes 13,184,259 for / 6,243 against Ratification of PricewaterhouseCoopers LLP for fiscal year 2026
Say-on-pay support 9,005,937 for / 1,542,188 against Advisory vote on named executive officer compensation
Incentive plan amendment vote 9,853,010 for / 701,502 against Approval of amendment to 2020 Omnibus Incentive Plan
Broker non-votes on key items 2,628,127 shares Broker non-votes on proposals 1, 3 and 4
2020 Omnibus Incentive Plan financial
"the Claritev Corporation 2020 Omnibus Incentive Plan, as amended (the “2020 Plan”)"
broker non-vote regulatory
"The number of shares voted for, against and withheld, as well as the number of broker non-votes"
advisory vote regulatory
"Advisory vote to approve the compensation of the Company’s named executive officers."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm financial
"Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 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.
Annual Meeting of Stockholders regulatory
"approved an amendment ... at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."
Understanding 8-K Material Events →
0001793229FALSE00017932292026-04-292026-04-29

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):
April 29, 2026

Claritev Corporation
(Exact name of registrant as specified in its charter)
Delaware001-3922884-3536151
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
7900 Tysons One Place, Suite 400
McLean, Virginia 22102
(212) 780-2000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

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 (see General Instruction A.2. below):
☐    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 classTrading
Symbol(s)		Name of each exchange on which registered
Shares of Class A Common Stock,
$0.0001 par value per share
CTEVNew 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 29, 2026, the stockholders of Claritev Corporation (the “Company”) approved an amendment (the “Amendment”) to the Claritev Corporation 2020 Omnibus Incentive Plan, as amended (the “2020 Plan”), at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Amendment increases the number of shares of the Company’s common stock reserved for issuance under the 2020 Plan by an additional 2,375,000 shares. The material terms of the 2020 Plan are described in the Company’s definitive proxy statement, filed March 20, 2026, under the heading “Proposal 4: Amendment to Claritev Corporation 2020 Omnibus Incentive Plan,” which is incorporated herein by reference.
The Amendment is filed as Exhibit 10.1 hereto.
Item 5.07    Submission of Matters to a Vote of Security Holders.
On April 29, 2026, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following proposals:
1.Election of the four Class III directors named in the proxy statement to the Company’s Board of Directors (the “Board”).
2.Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
3.Advisory vote to approve the compensation of the Company’s named executive officers.
4.Approval of the Amendment to the Claritev Corporation 2020 Omnibus Incentive Plan.
Each of the Class III nominees to the Board were elected at the meeting and proposals 2, 3 and 4 received the affirmative votes required for approval.
The number of shares voted for, against and withheld, as well as the number of broker non-votes and abstentions, as the case may be, as to each proposal were as follows:
Proposal 1: Election of the four Class III nominees named in the proxy statement to the Company’s Board:
NOMINEEFORWITHHOLDBROKER NON-VOTE
Anthony Colaluca, Jr.9,961,307601,5442,628,127
Michael S. Klein9,565,611997,2402,628,127
Allen R. Thorpe10,047,374515,4772,628,127
Dale A. White10,018,392544,4592,628,127
Proposal 2: Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026:
FORAGAINSTABSTAINBROKER NON-VOTE
13,184,2596,2434760



Proposal 3: Advisory vote to approve the compensation of the Company’s named executive officers:
FORAGAINSTABSTAINBROKER NON-VOTE
9,005,9371,542,18814,7262,628,127
Proposal 4: Approval of the Amendment to the Claritev Corporation 2020 Omnibus Incentive Plan
FORAGAINSTABSTAINBROKER NON-VOTE
9,853,010701,5028,3392,628,127

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are included in this Form 8-K:
Exhibit No.Description of Exhibit
10.1
Amendment No. 4 to Claritev Corporation 2020 Omnibus Incentive Plan.
104Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).




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.

Dated:    April 30, 2026



                                Claritev Corporation

                                By:    /s/ Douglas M. Garis         
                                Name:    Douglas M. Garis
                                Title:    Executive Vice President and Chief Financial Officer



Source: View Original Filing on SEC EDGAR

FAQ

What did Claritev (CTEV) stockholders approve at the 2026 Annual Meeting?

Stockholders approved four key items: election of four Class III directors, ratification of PricewaterhouseCoopers LLP as auditor for 2026, an advisory say-on-pay vote for executive compensation, and an amendment to the 2020 Omnibus Incentive Plan increasing share reserves by 2,375,000 shares.

How many additional shares were added to Claritev’s 2020 Omnibus Incentive Plan?

The amendment adds an additional 2,375,000 shares of Claritev common stock to the 2020 Omnibus Incentive Plan. These shares are reserved for future equity awards to eligible participants, aligning compensation with company performance through stock-based incentives approved by stockholders.

Were Claritev’s Class III director nominees elected at the 2026 Annual Meeting?

Yes. All four Class III director nominees were elected. For example, Dale A. White received 10,018,392 votes for and 544,459 withheld, with 2,628,127 broker non-votes. Similar strong support appeared for Anthony Colaluca, Jr., Michael S. Klein, and Allen R. Thorpe.

Did Claritev (CTEV) stockholders ratify the company’s independent auditor for 2026?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as Claritev’s independent registered public accounting firm for fiscal year 2026, with 13,184,259 votes for, 6,243 against, and 476 abstentions, and no broker non-votes recorded on this proposal at the Annual Meeting.

How did Claritev’s stockholders vote on executive compensation in 2026?

In the advisory say-on-pay vote, 9,005,937 shares were cast for approval of named executive officer compensation, 1,542,188 against, and 14,726 abstentions, with 2,628,127 broker non-votes. This indicates overall support for Claritev’s current executive pay practices and structures.

What were the voting results on Claritev’s incentive plan amendment proposal?

For the amendment to the 2020 Omnibus Incentive Plan, 9,853,010 votes were cast for, 701,502 against, and 8,339 abstained, with 2,628,127 broker non-votes. This approval increased the plan’s share reserve, enabling additional equity awards under the clarified terms.

Filing Exhibits & Attachments

4 documents

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