Health Catalyst, Inc. Reports Annual Meeting Voting Results

What Happened Health Catalyst, Inc. filed a Form 8-K on July 20, 2026 reporting results from its annual meeting of stockholders held July 16, 2026. Of 73,894,020 shares entitled to vote, 54,417,854 were present or represented by proxy. Stockholders elected two Class I directors (Justin Spencer and Mathew Arens) for three‑year terms, ratified Ernst & Young LLP as the company’s independent registered public accounting firm for 2026, approved the advisory (non‑binding) say‑on‑pay, and did not approve a proposed restatement to phase out the company’s classified (staggered) board structure.

Key Details

• Shares entitled to vote: 73,894,020; shares present/represented: 54,417,854.
• Director elections: Justin Spencer — 41,161,528 For, 926,172 Withheld, 12,330,154 broker non‑votes; Mathew Arens — 40,617,062 For, 1,470,638 Withheld, 12,330,154 broker non‑votes.
• Auditor ratification: Ernst & Young LLP ratified — 54,389,755 For, 26,050 Against, 2,049 Abstentions.
• Say‑on‑pay (advisory): Approved — 40,369,051 For, 992,493 Against, 726,156 Abstentions, 12,330,154 broker non‑votes.
• Board declassification proposal: Not approved — 41,751,707 For, 335,034 Against, 959 Abstentions, 12,330,154 broker non‑votes.

Why It Matters These results confirm board continuity (two Class I directors elected) and continued use of Ernst & Young as auditor for 2026. The advisory approval of executive compensation is non‑binding but indicates shareholder support for pay practices. The failure of the declassification proposal means the company’s staggered/classified board structure will remain in place, preserving multi‑year director terms rather than moving to annual elections — a governance outcome investors may view as relevant to future shareholder influence over board turnover.