Ardent Health Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect 11 nominees to serve as directors until their successors are duly elected and qualified.

2. 2

   Non-Binding Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   A non-binding advisory “say-on-pay” vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s named executive officer (NEO) compensation disclosure, a standard "say-on-pay" item intended to provide shareholder feedback on pay philosophy and implementation. Management seeks shareholder approval to signal support for its pay program, which comprises base salary, a short-term cash incentive program (STIP) tied to corporate and individual performance, and long-term equity incentives delivered 35% as time-based RSUs and 65% as performance-based RSUs (PRSUs) with three-year vesting and a three-year relative TSR modifier. The Committee selected Adjusted EBITDAR (60%) and net revenue (40%) as performance metrics for PRSUs and set threshold/target/maximum levels, and for 2025 adopted a one-year performance period (with three-year vesting) to address regulatory uncertainty while preserving multi-year alignment. The STIP’s corporate component required meeting a minimum Adjusted EBITDAR threshold ($740.0M) to fund payouts; 2025 actual Adjusted EBITDAR fell below that threshold, resulting in no formulaic corporate payouts, though the Committee exercised discretion to grant limited cash bonuses to certain NEOs in recognition of contributions and transitional circumstances. The Board recommends FOR the proposal on the basis that the program links pay to performance, aligns executives with long-term stockholder interests through performance equity and TSR linkage, and supports retention and recruitment of senior talent. Key context: the Company’s 2025 operational results showed revenue and adjusted EBITDA growth but missed the STIP funding threshold due to professional fee inflation and payor denials; the company’s 2025 PRSU achievement was 90.1% of target subject to TSR adjustment and continued employment. The vote is advisory and non-binding, but the Compensation Committee will review the outcome and incorporate stockholder feedback into future decisions; prior say-on-pay support in 2025 was strong (~99%), which the Committee views as validation of its approach.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

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

Upcoming shareholder meetings at Ardent Health Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Ardent Health Inc 2026 annual meeting?

Ardent Health Inc (ARDT) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

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

The record date for the Ardent Health Inc 2026 meeting is Thursday, March 26, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 11 director nominees at the Ardent Health Inc 2026 meeting, listed with their independence status and background.

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

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