Evolent Health, Inc.

8-K · evh-20260604.htm iXBRL

0001628908 2026-06-04 2026-06-04

 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