[8-K] Health Catalyst, Inc Reports Material Event

Rhea-AI Filing Summary

Health Catalyst, Inc. (NASDAQ: HCAT) reported the results of its July 9, 2025 Annual Meeting on Form 8-K. A quorum of 53,125,841 shares (76.3% of the 69,601,233 shares outstanding) was present. All four proposals on the ballot passed with solid majorities.

• Board elections: Class III directors Duncan Gallagher and Dr. Jill Hoggard Green were re-elected for three-year terms ending in 2028. Support levels differed markedly: Gallagher received 37.1 million ‘for’ votes (79.8% support) versus 9.4 million withheld, while Dr. Hoggard Green secured 45.3 million ‘for’ votes (97.4% support).
• Auditor ratification: Ernst & Young LLP was ratified as independent auditor for FY 2025 with 53.1 million ‘for’ votes (99.9% support).
• Say-on-pay: Compensation of named executive officers was approved with 45.0 million ‘for’ votes (96.7% support).
• Governance reform: Shareholders backed an advisory resolution (99.2% support) asking the board to initiate action to declassify itself, signaling a strong preference for annual director elections.

No other material transactions, financial results or strategic announcements were disclosed in this filing. The outcome strengthens the company’s corporate governance profile, though the relatively higher dissent (20.2%) against Mr. Gallagher suggests targeted shareholder concerns. Overall, the filing is routine and is unlikely to move the stock materially absent further action on declassification.

Insights

Corporate Governance Expert

TL;DR: All proposals passed; overwhelming support for declassification improves governance, though 20% dissent for one director signals specific investor concern.

The most consequential item is the 99% vote urging the board to declassify itself. If implemented, this would transition HCAT to annual director elections, aligning with best-practice governance and enhancing board accountability. Auditor ratification and say-on-pay both cleared with near-unanimous support, suggesting comfort with financial oversight and compensation structures. The lone red flag is Duncan Gallagher’s 20% withheld vote—well above typical mid-single-digit dissent—which could prompt engagement on performance or independence issues. Because the filing contains no operational or financial data, the immediate market impact is neutral, yet follow-through on declassification could incrementally improve HCAT’s ESG profile and valuation multiples.

Portfolio Manager

TL;DR: Routine AGM results; high governance support, minimal financial implications—stock impact expected to be negligible.

From a portfolio perspective, the 8-K is largely housekeeping. All management-supported resolutions passed comfortably, removing headline risk. The strong mandate to declassify the board is positive for long-term governance but does not alter near-term cash flows or guidance. Divergent support for the two directors is worth monitoring but unlikely to affect strategic execution. With no earnings data or outlook changes, I classify the filing as non-impactful to valuation or trading stance.

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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): July 9, 2025

__________________________________________________________

HEALTH CATALYST, INC.

(Exact name of registrant as specified in its charter)

________________________________________________________________

Delaware			001-38993			45-3337483
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

10897 South River Front Parkway #300

South Jordan, UT 84095

(Address of principal executive offices, including zip code)

(801) 708-6800

(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 exchange on which registered

Common Stock, par value $0.001 per share

HCAT

The Nasdaq Global Select Market

________________________________________________________

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.

On July 9, 2025, Health Catalyst, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The Company’s stockholders voted on four proposals at the Annual Meeting, each of which is described in greater detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 19, 2025. The number of shares of the Company's common stock entitled to vote at the Annual Meeting was 69,601,233. The number of shares of the Company’s common stock present or represented by valid proxy at the Annual Meeting was 53,125,841. The final voting results with respect to each such proposal are set forth below.

Proposal 1 – Election of Directors

The Company’s stockholders elected each of the two persons named below to serve as a Class III director of the Company to serve a three-year term expiring at the 2028 annual meeting of the stockholders or until their successors are duly elected and qualified, subject to their earlier resignation or removal. The results of such vote were as follows:

Director Name						Votes For						Votes Withheld						Broker Non-Votes
Duncan Gallagher						37,136,561						9,402,545						6,586,735
Dr. Jill Hoggard Green						45,320,332						1,218,774						6,586,735

Proposal 2 – Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP to perform the audit of the Company’s consolidated financial statements for the fiscal year ending December 31, 2025. The results of such vote were as follows:

Votes For						Votes Against						Abstentions
53,070,196						26,656						28,989

Proposal 3 – Advisory, Non-Binding Vote to Approve the Compensation of the Company’s Named Executive Officers

The stockholders approved the advisory, non-binding proposal to approve the compensation of the Company’s named executive officers. The results of such vote were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
45,000,705						768,325						770,076						6,586,735

Proposal 4 – Advisory, Non-Binding Vote to Approve the Board of Directors Initiating Action to Declassify our Board of Directors of the Company

The stockholders approved the advisory, non-binding proposal to approve the board of directors of the Company (the "Board of Directors") initiating action to declassify the Board of Directors. The results of such vote were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
46,174,256						345,811						19,039						6,586,735

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.

						HEALTH CATALYST, INC.
Date: July 10, 2025			By:			/s/ Jason Alger
						Jason Alger
						Chief Financial Officer