Agilon Health Inc

1. 1

   Election of three Class II directors for a three-year term ending at the 2029 Annual Meeting of Stockholders

   ManagementBoard: FOR

   Elect three Class II directors (Diana McKenzie, Karen McLoughlin, and Ronald Williams) to serve three-year terms expiring at the 2029 Annual Meeting.

2. 2

   Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

3. 3

   Advisory vote to approve the compensation paid to the Company’s named executive officers

   ManagementBoard: FOR

   Non-binding, advisory 'Say-on-Pay' vote to approve the compensation of the Company’s named executive officers as disclosed in this proxy statement.

   More detail

   This non-binding advisory proposal asks stockholders to approve the overall compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to confirm its compensation philosophy, which emphasizes pay-for-performance through a mix of at-risk annual cash incentives and long-term equity awards (RSUs, stock options and a two-year Transformational Award tied to Adjusted EBITDA), and to validate recent program changes made after the 2025 leadership transition. The Board and the Compensation Committee point to adjustments such as simplification of the annual bonus metrics, increased focus on Adjusted EBITDA and operational efficiency, elimination of the medical margin modifier, and a move to three-year ratable vesting to strengthen alignment with near-term profitability and retention. Contextual factors informing the proposal include the July 2025 CEO transition, strategic market exits, below-target Adjusted EBITDA outcomes in recent years, and the Committee’s use of discretion in bonus funding to balance retention and stockholder outcomes. The proposal is advisory and non-binding, but management represents that it will consider the outcome in future compensation design and governance decisions. Management recommends a vote FOR, arguing that the mix of metrics and the Transformational Award appropriately reward execution toward restoring profitability while encouraging long-term value creation. A sophisticated analyst should weigh the program’s emphasis on Adjusted EBITDA (a non-GAAP measure), the committee’s exercised discretion in prior payouts, and the presence of significant one-time and transitional awards when assessing alignment between realized pay and realized company performance. The vote serves as a governance signal about stockholder tolerance for the Committee’s recent use of discretion, the company’s strategic trade-offs between growth and margin, and the effectiveness of compensation as a tool for executive retention during a leadership transition.

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When is the Agilon Health Inc 2026 annual meeting?

Agilon Health Inc (AGL) holds its 2026 annual shareholder meeting on Tuesday, June 2, 2026.

What is the record date for the Agilon Health Inc 2026 meeting?

The record date for the Agilon Health Inc 2026 meeting is Wednesday, April 8, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Agilon Health Inc's 2026 meeting?

The board is presenting 3 director nominees at the Agilon Health Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Agilon Health Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Agilon Health Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.