agilon health, inc.

8-K · agl-20260602.htm iXBRL

0001831097 2026-06-02 2026-06-02

 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 2, 2026
 _____________________________________________
 agilon health, inc.
 (Exact name of Registrant as Specified in Its Charter)
 _____________________________________________

 Delaware 001-40332 37-1915147
 (State or Other Jurisdiction
 of Incorporation)
 (Commission File Number) (IRS Employer
 Identification No.)

 440 Polaris Parkway , Suite 550

 Westerville , Ohio
 43082
 (Address of Principal Executive Offices) (Zip Code)

 Registrant’s Telephone Number, Including Area Code: 562 256-3800
 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:

 o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 o 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

 Common stock, par value $0.01 per share AGL The 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 o
 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. o

 Item 5.07 Submission of Matters to a Vote of Security Holders.
 On June 2, 2026, agilon health, inc. (the "Company") held its annual meeting of stockholders (the “Annual Meeting”). Below are the final voting results.
 Proposal No. 1 - Election of Directors
 The following three individuals were elected to the Company's Board of Directors to serve as Class II directors until the Company's 2029 annual meeting of stockholders and until their successors have been duly elected and qualified.

 Name Votes
 For
 Votes
 Against
 Votes
 Abstained
 Broker
 Non-Votes

 Diana McKenzie 11,679,958 177,760 7,034 1,870,677
 Karen McLoughlin 9,525,491 2,332,208 7,053 1,870,677
 Ronald Williams 10,837,623 1,019,347 7,782 1,870,677

 Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
 The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 Votes For
 Votes Against
 Votes Abstained

 13,712,368 6,616 16,445

 Proposal No. 3 - Non-Binding Vote on Executive Compensation
 The stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers.

 Votes For
 Votes Against
 Votes Abstained
 Broker Non-Votes
 11,228,258 627,870 8,624 1,870,677

 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 thereunto duly authorized.

 agilon health, inc.

 Date: June 3, 2026 By: /s/ JEFFREY SCHWANEKE

 Jeffrey Schwaneke
 Chief Financial Officer