Performant Healthcare 2025 AGM: Directors re-elected, Baker Tilly ratified

Rhea-AI Filing Summary

On June 18, 2025, Performant Healthcare, Inc. (Nasdaq: PHLT) held its 2025 Annual Meeting of Stockholders with an 86.58% quorum (67,801,465 shares present or represented). The meeting covered two routine governance items:

• Election of three Class I directors—James LaCamp, Shantanu Agrawal, and Simeon M. Kohl—each received at least 93.7% of votes cast for, ensuring board continuity through the 2028 Annual Meeting.
• Ratification of independent auditor—Baker Tilly US, LLP was confirmed for the fiscal year ending December 31, 2025 with 99.96% shareholder support (65,621,257 for; 13,650 against; 2,166,558 abstain).

No other business, financial results, or strategic actions were disclosed. The filing is limited to Item 5.07 voting results and does not signal any material operational or financial change.

Positive

• High shareholder support (≥93.7%) for all director nominees signals investor confidence in current leadership.
• Auditor ratified with 99.96% approval, reinforcing trust in financial reporting integrity.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Routine AGM; strong director and auditor support—neutral impact.

Shareholders backed all directors with >93% support and overwhelmingly ratified Baker Tilly, indicating confidence in current leadership and audit oversight. Turnout above 86% is healthy, but governance items are standard; no activist opposition or unexpected vote patterns emerged. The disclosure does not alter the investment thesis and is unlikely to move the stock.

Portfolio Manager

TL;DR: Housekeeping 8-K; no material catalysts—maintain stance.

The notice confirms status quo board composition and auditor engagement. With no capital allocation, guidance, or operational updates, the filing has minimal impact on valuation models or risk profile. Investors can view the outcome as a sign of shareholder alignment but should not expect near-term price reaction.

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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): June 18, 2025 

Performant Healthcare, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35628

20-0484934

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

900 South Pine Island Road,

Plantation, FL 33324

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (925) 960-4800

N/A

(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 (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 class			Trading Symbol(s)			Name of exchange on which registered
Common Stock, par value $.0001 per share			PHLT			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 5.07 Submission of Matters to a Vote of Security Holders.

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Performant Healthcare, Inc. (the “Company”) was held on June 18, 2025 at 2:00 PM, EDT, at the Courtyard Fort Lauderdale Weston located at 2000 N Commerce Parkway, Weston, Florida 33326. A total of 67,801,465 shares of the Company’s common stock were present in person or by proxy at the Annual Meeting, representing 86.58% of the total number of shares outstanding and entitled to vote at the meeting.

The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, as applicable, with respect to each proposal considered at the Annual Meeting is as follows:

Proposal No. 1 – Election of Directors

The Company's stockholders elected three Class I directors to serve until the 2028 Annual Meeting of Stockholders or until their successors are elected and qualified:

Nominee:			For			Withheld			Broker Non-Votes
James LaCamp			59,145,238			4,120,713			4,535,514
Shantanu Agrawal			60,889,634			2,376,317			4,535,514
Simeon M. Kohl			61,048,064			2,217,887			4,535,514

Proposal No. 2 – Ratification of the Appointment of Our Independent Registered Public Accounting Firm for 2025

The Company’s stockholders ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

For			Against			Abstain			Broker Non-Votes
65,621,257			13,650			2,166,558			0

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.

Dated: June 23, 2025

						PERFORMANT HEALTHCARE, INC.
By:						/s/Simeon Kohl
						Simeon Kohl
						Chief Executive Officer

FAQ

What was the quorum at Performant Healthcare's (PHLT) 2025 Annual Meeting?

Shareholders representing 86.58% of outstanding shares were present or represented.

Which directors were elected at PHLT's 2025 AGM?

James LaCamp, Shantanu Agrawal, and Simeon M. Kohl were elected as Class I directors until 2028.

How did shareholders vote on ratifying Baker Tilly as auditor for 2025?

The proposal passed with 65,621,257 for, 13,650 against, and 2,166,558 abstaining.

Did the 8-K include any financial results or strategic announcements?

No. The filing solely disclosed Item 5.07 voting results; no financial or strategic updates were provided.

Is Performant Healthcare considered an emerging growth company?

No. The 8-K indicates the company did not mark itself as an emerging growth company.