Evolent Health, Inc. 8-K

What Happened
Evolent Health, Inc. (EVH) filed an 8-K reporting the results of its 2026 Annual Meeting of Stockholders held June 4, 2026. Stockholders elected the company's ten director nominees for one‑year terms and voted on ratification of the auditor, an advisory vote on executive compensation, and an amendment to the 2015 Omnibus Incentive Compensation Plan. The proxy describing the proposals was filed April 24, 2026.

Key Details

• Directors elected (votes 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 (auditor ratification): Deloitte & Touche LLP ratified — For 82,036,843; Against 124,362; Abstentions 55,493.
• Proposal 3 (advisory approval of 2025 executive compensation, “say‑on‑pay”): Approved — For 58,369,473; Against 7,922,802; Abstentions 84,119; Broker non‑votes 15,840,304.
• Proposal 4 (amendment to 2015 Omnibus Incentive Compensation Plan): Approved — For 47,536,873; Against 18,712,636; Abstentions 126,885; Broker non‑votes 15,840,304.

Why It Matters
These votes confirm the board composition for the coming year and show shareholder approval of key governance items. Ratification of Deloitte is a routine corporate governance matter; the advisory say‑on‑pay vote passed, indicating majority support for executive compensation. Approval of the incentive plan amendment authorizes the company to continue granting equity/awards under that plan, which affects future executive and employee compensation and potential dilution. Investors should note the vote totals (including ~15.84M broker non‑votes) and the relatively lower margin on the incentive plan amendment compared with other proposals.