Agilon Health Inc

This management proposal requests shareholder approval to amend the Company’s Amended and Restated Certificate of Incorporation to authorize the Board to effect a reverse stock split at a ratio between one-for-five and one-for-twenty-five. The amendment would not itself effect a split but would grant the Board sole discretion both whether to effect the Reverse Stock Split and to choose the exact ratio within the approved range, and the Board could abandon the amendment prior to filing if circumstances change. The Company has disclosed that it received notice from the NYSE for failure to meet the $1.00 minimum bid price requirement, and the Board frames the Reverse Stock Split as a tool to raise the per-share price to help regain and maintain NYSE compliance and to improve marketability to institutional investors. The filing clarifies mechanical effects: issued and outstanding shares would be combined, no fractional shares would be issued (fractional interests would be cashed out), par value would remain unchanged, and outstanding equity awards and plan share pools would be proportionately adjusted. The Board also discloses principal risks: reverse splits can carry negative market perception, may not yield a sustained price increase, can reduce liquidity, and increase the pool of authorized but unissued shares that could be dilutive if issued later. The amendment would increase authorized but unissued shares relative to issued shares, and the filing expressly acknowledges potential anti‑takeover consequences even though the Company states it is not intended as an anti‑takeover device. The Board recommends a vote FOR based on its judgment that the flexibility to effect a reverse split is in the best interests of the Company and its stockholders given the NYSE notice and potential benefits to marketability, while also noting there is no guarantee of the desired effect and the Board retains discretion whether or not to effect the split.

This management proposal asks stockholders to authorize the holders of proxies solicited by the Board to vote in favor of adjourning or postponing the Special Meeting if, at the time of the meeting, there are insufficient votes to approve the Amendment Proposal. The adjournment authority would permit the Board and its agents to continue soliciting proxies and to reconvene the meeting at a later date with the hope of obtaining a sufficient majority to pass the reverse stock split amendment. The Company presents this adjournment proposal as a contingency measure tied directly to the Amendment Proposal, explaining that the Chair may move to adjourn in his reasonable discretion if votes are lacking. The vote requirement is a simple majority of those present or represented by proxy, with abstentions counting as votes against, meaning the Board needs an affirmative majority at any adjourned session to approve further adjournment. The Board justifies the request as being in the best interests of stockholders because it could help secure approval of a measure the Board deems important to maintaining the Company’s NYSE listing and marketability, but the mechanism also concentrates timing discretion in management. From a governance perspective, adjournment proposals are common in contested or close-vote situations to permit further solicitation, though they can be criticized if used to unduly entrench management; the Company’s disclosure frames the adjournment as a narrow procedural tool contingent on insufficient support for the substantive amendment. The Board therefore recommends a vote FOR to preserve its ability to seek the votes necessary to implement the proposed Reverse Stock Split if shareholders do not initially approve it.