Health Catalyst (NASDAQ: HCAT) holders back pay, auditor and retain classified board
Rhea-AI Filing Summary
Health Catalyst, Inc. held its annual stockholder meeting on July 16, 2026, with 73,894,020 shares entitled to vote and 54,417,854 shares present or represented by proxy. Stockholders elected Class I directors Justin Spencer and Mathew Arens for terms expiring at the 2029 annual meeting.
Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved the advisory, non-binding vote on named executive officer compensation. They did not approve a proposal to restate the certificate of incorporation to phase out the classified board structure.
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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 Entitled to Vote: 73,894,020 shares
Shares Present or by Proxy: 54,417,854 shares
Votes for Justin Spencer: 41,161,528 votes
+4 more
7 metrics
Shares Entitled to Vote
73,894,020 shares
Common stock entitled to vote at the July 16, 2026 annual meeting
Shares Present or by Proxy
54,417,854 shares
Common stock present or represented by valid proxy at the annual meeting
Votes for Justin Spencer
41,161,528 votes
For election as Class I director at the 2026 annual meeting
Votes for Mathew Arens
40,617,062 votes
For election as Class I director at the 2026 annual meeting
Votes for Auditor Ratification
54,389,755 votes
Votes for ratifying Ernst & Young LLP as auditor for fiscal year 2026
Votes for Say-on-Pay
40,369,051 votes
Votes for advisory, non-binding approval of executive compensation
Votes for Board Declassification Proposal
41,751,707 votes
Votes for proposal to phase out the classified board structure
Key Terms
broker non-votes, advisory, non-binding, classified board structure, Amended and Restated Certificate of Incorporation
4 terms
broker non-votes regulatory
"Votes For | Votes Against | Abstentions | 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, non-binding regulatory
"The stockholders approved the advisory, non-binding proposal to approve"
classified board structure regulatory
"to phase out the classified board structure and provide that all directors"
A classified board structure divides a company’s board of directors into separate groups (or “classes”) with staggered, multi-year terms so that only a portion of directors is up for election each year. It matters to investors because it makes replacing the entire board quickly difficult—like trying to swap out only a few players on a team each season—offering protection against hostile takeovers and short-term disruption but potentially reducing board accountability and slowing strategic change.
Amended and Restated Certificate of Incorporation regulatory
"To Approve the Restatement of the Company's Amended and Restated Certificate of Incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Health Catalyst (HCAT) stockholders vote on at the July 16, 2026 annual meeting?
Stockholders voted on four proposals: electing two Class I directors, ratifying Ernst & Young LLP as auditor, approving advisory executive compensation, and approving a restatement to phase out the company’s classified board structure starting with directors elected at the 2029 annual meeting.
Were Health Catalyst (HCAT) director nominees elected at the 2026 annual meeting?
Yes. Class I director nominees Justin Spencer and Mathew Arens were elected. Spencer received 41,161,528 votes for and Arens received 40,617,062 votes for, each with broker non-votes of 12,330,154, to serve terms expiring at the 2029 annual meeting.
Did Health Catalyst (HCAT) stockholders approve executive compensation in 2026?
Yes. Stockholders approved the advisory, non-binding vote on compensation for named executive officers, with 40,369,051 votes for, 992,493 against, 726,156 abstentions, and 12,330,154 broker non-votes recorded on this say-on-pay proposal.
What happened to Health Catalyst (HCAT)’s proposal to phase out its classified board structure?
Stockholders did not approve the proposal to restate the Amended and Restated Certificate of Incorporation to phase out the classified board structure. The vote was 41,751,707 for, 335,034 against, 959 abstentions, and 12,330,154 broker non-votes on this governance change.
Which audit firm did Health Catalyst (HCAT) stockholders ratify for the 2026 fiscal year?
Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 54,389,755 votes for, 26,050 votes against, and 2,049 abstentions recorded on this ratification proposal.