February 12, 20240001628908false00016289082024-02-122024-02-12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 8-K
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
February 12, 2024
Date of Report (Date of earliest event reported)
Evolent Health, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-37415 | | 32-0454912 | |
| (State or other jurisdiction of incorporation or organization) | | Commission File Number: | | (I.R.S. Employer
Identification No.) | |
| | | | | | | | | | |
| 1812 N. Moore Street | , | Suite 1705 | , | Arlington | , | Virginia | , | 22209 | |
| (Address of principal executive offices)(zip code) | |
(571) 389-6000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, 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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock of Evolent Health, Inc., par value $0.01 per share | | EVH | | 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 ☐
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.
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 12, 2024, Dr. Tunde Sotunde retired from the Board of Directors (the “Board”) of Evolent Health, Inc., (the “Company”). Dr. Sotunde’s decision to retire was not the result of any disagreement between the Company and Dr. Sotunde on any matter relating to the Company’s operations, policies, or practices.
On February 14, 2024, the Board appointed Mr. Russell Glass to the Board with a term expiring at the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”).
The Board has determined that Mr. Glass is an independent director in accordance with applicable New York Stock Exchange and Securities and Exchange Commission (“SEC”) rules and regulations. There is no arrangement or understanding between Mr. Glass and any other person pursuant to which Mr. Glass was appointed, and there are no related party transactions with regard to Mr. Glass (or any of his immediate family members) that are reportable under Item 404(a) of Regulation S-K.
Mr. Glass will be eligible to participate in the compensation arrangements and programs that are established for the Company’s non-employee directors as described in the Company’s definitive proxy statement filed with the SEC on April 28, 2023. The Company entered into its standard form of indemnification agreement with Mr. Glass, a form of which is filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Item 7.01 - Regulation FD Disclosure.
On February 14, 2024, the Company issued a press release announcing Mr. Glass’ appointment to the Board. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information, including Exhibit 99.1 hereto, furnished under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934 (the “Exchange Act”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 - Other Events.
On February 14, 2024, the Board of the Company established June 6, 2024, as the date for the Company’s 2024 Annual Meeting. The Company’s 2024 Annual Meeting will be held virtually. The record date for stockholders eligible to vote at the annual meeting was set for April 11, 2024.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit No. | | Description |
| | |
| 104 | | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
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 hereunto duly authorized.
Date: February 14, 2024
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| EVOLENT HEALTH, INC. |
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| By: | /s/ Jonathan Weinberg |
| Name: | Jonathan Weinberg |
| Title: | General Counsel and Secretary |