Astrana Health Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine incumbent directors to the Board to serve until the 2027 Annual Meeting.

2. 2

   Ratification of the Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

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

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote approving the company’s executive compensation as disclosed. Management seeks this vote to comply with Dodd-Frank/SEC rules and to obtain stockholder feedback; the Board and Compensation Committee view prior strong support (about 91% in 2025) as validation and intend to consider results when setting future pay. The proposal does not change compensation directly but influences governance and executive pay accountability. The Board recommends a vote FOR, stating the program incentivizes performance and aligns executives with stockholders, and emphasizes the program’s features: performance-based bonuses tied to revenue, adjusted EBITDA, and wellness visit metrics; significant equity-based long-term incentives with performance and time-based vesting; clawback policy; and stock ownership guidelines. While non-binding, a substantial negative vote would likely prompt the Compensation Committee to engage with major stockholders and could lead to design changes; however, the company expects continued support given recent high approval and disclosed pay-for-performance alignment. Company-specific context includes large equity awards to executives, recent acquisition activity (Prospect Health) affecting scale, and double-trigger change-of-control protections in equity plans that may be scrutinized by investors.

4. 4

   Approval of the Astrana Health, Inc. Amended and Restated 2024 Equity Incentive Plan

   ManagementBoard: FOR

   Approve an amendment and restatement to increase the 2024 Plan share reserve by 1,000,000 shares (to 5,100,000) and extend the plan term by approximately one year.

   More detail

   This management proposal requests shareholder approval to amend and restate the company’s long-term equity incentive plan to add 1,000,000 shares to the reserve (an increase from 4.1M to 5.1M) and extend the plan’s term by roughly one year. Management frames the change as necessary to continue granting equity awards to attract, retain, and reward employees, executives, and non-employee directors, citing historical grant usage (about 940,807 shares remaining as of the record date) and an estimate that the increase would support roughly two years of grants under current practices. The amended plan retains investor-friendly features: minimum vesting (one year, with limited 5% exception), no liberal share recycling, limitations on director annual compensation, prohibition on repricing without shareholder approval, double-trigger change-of-control vesting, no discounted options, clawback policy, and limits on share counting for SARs; it also allows performance- and time-based awards administered by an independent committee. The board recommends FOR, arguing the plan aligns executives with shareholder interests and is competitive in the talent market. Key governance considerations for an analyst include the size of the requested increase relative to total shares outstanding (~55.7M), historical burn rate and dilution prospects, the board’s anti-dilution and anti-repricing protections, the presence of double-trigger change-of-control protections (which some investors scrutinize), and the plan’s minimum vesting and 5% exception. Given recent large equity grants to executives and significant outstanding unvested awards, shareholders should evaluate potential dilution, the company's burn-rate metrics, and whether future awards will be subject to rigorous performance metrics and retentive vesting schedules.

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When is the Astrana Health Inc 2026 annual meeting?

Astrana Health Inc (ASTH) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.

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

The record date for the Astrana Health Inc 2026 meeting is Tuesday, April 14, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 9 director nominees at the Astrana Health Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 4 proposals at the Astrana Health Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.