agl-20260317
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2026
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agilon health, inc.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | 001-40332 | 37-1915147 | ||||||||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
440 Polaris Parkway, Suite 550 | ||||||||||||||
Westerville, Ohio | 43082 | |||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
Registrant’s Telephone Number, Including Area Code: 562 256-3800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common stock, par value $0.01 per share | AGL | The New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 17, 2026, agilon health, inc. (the "Company") held a special meeting of stockholders (the “Special Meeting”). Below are the final voting results.
Proposal No. 1 - Approval of Reverse Stock Split
The stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock by a ratio of one-for-five to one-for-twenty-five (the “Reverse Stock Split”), with the exact ratio to be set within this range by the Company’s board of directors (the “Board of Directors”) in its sole discretion (without reducing the authorized number of shares of the Company’s common stock) (the "Amendment Proposal").
Votes For | Votes Against | Votes Abstained | ||||||||||||
| 356,574,789 | 6,187,388 | 365,864 | ||||||||||||
Proposal No. 2 - Approval of Adjournment of the Special Meeting
The stockholders approved the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of the Amendment Proposal.
Votes For | Votes Against | Votes Abstained | ||||||||||||
| 350,802,135 | 11,672,713 | 653,193 | ||||||||||||
Item 8.01 Other Events.
On March 18, 2026, the Company issued a press release announcing the reverse stock split and that the Board approved the implementation of a reverse stock split of its Common Stock at a ratio of 1-for-25 (the "Reverse Stock Split"). The Company intends to file a Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on or about March 30, 2026 to effect the Reverse Stock Split at 5:00 p.m. Eastern Time on March 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| agilon health, inc. | |||||||||||
| Date: | March 18, 2026 | By: | /s/ JEFFREY SCHWANEKE | ||||||||
Jeffrey Schwaneke Chief Financial Officer | |||||||||||