Evolent Health (EVH) holders back board, auditor and pay plan at 2026 meeting

Rhea-AI Filing Summary

Evolent Health, Inc. reported the results of its 2026 annual stockholder meeting held on June 4, 2026. Stockholders elected ten director nominees to one-year terms ending at the 2027 annual meeting. Each nominee received significantly more votes “for” than “against,” with substantial broker non-votes recorded.

Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. An advisory vote approved 2025 compensation for named executive officers, and investors approved an amendment to the Amended and Restated 2015 Omnibus Incentive Compensation Plan, supporting the company’s executive pay and equity incentive framework.

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

Number of directors elected: 10 directors Auditor ratification votes for: 82,036,843 votes Auditor ratification votes against: 124,362 votes +5 more

8 metrics

Number of directors elected 10 directors Elected at 2026 Annual Meeting for terms expiring at 2027 meeting

Auditor ratification votes for 82,036,843 votes Proposal 2, ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 124,362 votes Proposal 2, independent registered public accounting firm

Executive compensation votes for 58,369,473 votes Proposal 3, advisory approval of 2025 named executive officer compensation

Executive compensation votes against 7,922,802 votes Proposal 3, advisory vote on 2025 compensation

Incentive plan amendment votes for 47,536,873 votes Proposal 4, amendment to Amended and Restated 2015 Omnibus Incentive Compensation Plan

Incentive plan amendment votes against 18,712,636 votes Proposal 4, omnibus incentive compensation plan amendment

Broker non-votes on pay proposal 15,840,304 broker non-votes Proposal 3, advisory executive compensation vote

Key Terms

broker non-votes, independent registered public accounting firm, advisory basis, Amended and Restated 2015 Omnibus Incentive Compensation Plan

4 terms

broker non-votes financial

"For | Against | Abstentions | Broker Non-Votes 58,369,473 | 7,922,802 | 84,119 | 15,840,304"

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 financial

"ratified the appointment of Deloitte & Touche 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.

advisory basis financial

"approved the compensation of our named executive officers for 2025 on an advisory basis"

Amended and Restated 2015 Omnibus Incentive Compensation Plan financial

"approved the amendment to the Amended and Restated 2015 Omnibus Incentive Compensation Plan"

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Understanding 8-K Material Events →

June 4, 20260001628908false00016289082026-06-042026-06-04

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

June 4, 2026

Date of Report (Date of earliest event reported)   

Evolent Health, Inc.

(Exact name of registrant as specified in its charter)

_________________________

			Delaware						001-37415																		32-0454912
			(State or other jurisdiction of incorporation or organization)						Commission File Number:																		(I.R.S. Employer Identification No.)
			1812 N. Moore Street			,			Suite 1705			,			Arlington			,			Virginia			,			22209
			(Address of principal executive offices)(zip code)

(571) 389-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, 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

Class A Common Stock of Evolent Health, Inc., par value $0.01 per share

EVH

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

(a)     Evolent Health, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) on June 4, 2026. At the 2026 Annual Meeting, the Company’s stockholders voted on four proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A for the 2026 Annual Meeting filed with the Securities and Exchange Commission on April 24, 2026.

(b)     The final voting results with respect to each proposal voted upon at the 2026 Annual Meeting are set forth below.

Proposal 1

The Company’s stockholders elected ten director nominees named in the proxy statement to the Board of Directors for a one-year term expiring at the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified, as set forth below:

			For						Against						Abstentions						Broker Non-Votes
Toyin Ajayi, MD			60,373,601						5,912,292						90,502						15,840,303
Craig Barbarosh			65,818,775						467,147						90,471						15,840,305
Seth Blackley			60,323,961						5,993,625						58,810						15,840,302
Russell Glass			60,316,659						5,982,067						77,670						15,840,302
Peter Grua			60,324,441						5,961,459						90,496						15,840,302
Shawn Guertin			65,881,893						396,849						97,653						15,840,303
Richard Jelinek			60,027,846						6,269,584						78,965						15,840,303
Kim Keck			60,178,555						6,131,979						65,860						15,840,304
Jill Smith			65,919,489						402,133						54,773						15,840,303
Brendan Springstubb			65,810,202						468,292						97,900						15,840,304

Proposal 2

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026 as set forth below:

For						Against						Abstentions
82,036,843						124,362						55,493

Proposal 3

The Company’s stockholders approved the compensation of our named executive officers for 2025 on an advisory basis, as set forth below:

For						Against						Abstentions						Broker Non-Votes
58,369,473						7,922,802						84,119						15,840,304

Proposal 4

The Company’s stockholders approved the amendment to the Amended and Restated 2015 Omnibus Incentive Compensation Plan, as set forth below:

For						Against						Abstentions						Broker Non-Votes
47,536,873						18,712,636						126,885						15,840,304

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.

			Evolent Health, Inc.
Date: June 4, 2026			/s/ Jonathan D. Weinberg
			Jonathan D. Weinberg
			General Counsel and Secretary

FAQ

What did Evolent Health (EVH) stockholders decide at the 2026 annual meeting?

Evolent Health stockholders elected ten directors, ratified Deloitte & Touche LLP, and approved two compensation-related proposals. These included an advisory vote on 2025 executive pay and an amendment to the 2015 Omnibus Incentive Compensation Plan, indicating broad support for current governance and pay structures.

Were Evolent Health (EVH) director nominees approved by stockholders?

Yes, all ten Evolent Health director nominees were elected to one-year terms. Each candidate, including Toyin Ajayi, MD and Seth Blackley, received substantially more votes in favor than against, with additional broker non-votes recorded, confirming the current board composition for the coming year.

Did Evolent Health (EVH) stockholders ratify Deloitte & Touche as auditor?

Yes, stockholders ratified Deloitte & Touche LLP as Evolent Health’s auditor for 2026. Proposal 2 received 82,036,843 votes for, 124,362 against, and 55,493 abstentions, confirming Deloitte & Touche as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

How did Evolent Health (EVH) investors vote on 2025 executive compensation?

Stockholders approved 2025 executive compensation on an advisory basis. Proposal 3 received 58,369,473 votes for, 7,922,802 against, 84,119 abstentions, and 15,840,304 broker non-votes, signaling overall support for the company’s named executive officer pay program for the 2025 compensation year.

What happened with Evolent Health’s 2015 Omnibus Incentive Compensation Plan amendment?

Stockholders approved an amendment to the Amended and Restated 2015 Omnibus Incentive Compensation Plan. Proposal 4 passed with 47,536,873 votes for, 18,712,636 against, 126,885 abstentions, and 15,840,304 broker non-votes, allowing the company to proceed under the updated equity incentive plan terms.

How strong was support for Evolent Health (EVH) executive pay and incentive plan proposals?

Both the advisory executive pay vote and the incentive plan amendment obtained majority support. Executive compensation drew over 58.3 million votes for, while the plan amendment received about 47.5 million for, indicating stockholder backing of the company’s compensation and incentive structure for management.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB