agilon health, inc. (AGL)
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EGM 2026

Mar 17, 2026

Operator

day, welcome to the agilon health Inc. special meeting. Today's conference is being recorded. At this time, I'd like to turn the conference over to Ms. Denise Zamore. Please go ahead, ma'am.

Denise Zamore
Chief Legal Officer and Corporate Secretary, agilon health

Good afternoon, everyone. Thank you for joining us today for the special meeting of stockholders of agilon health Inc. I am Denise Zamore, the Chief Legal Officer and Corporate Secretary of agilon health Inc., and I am joined today by Ronald Williams, Executive Chairman of the Board of Directors. A recording of this special meeting will be available to the public on our special meeting website at www.virtualshareholdermeeting.com/agl2026sm following the conclusion of the special meeting. Personal recording of the special meeting is prohibited. I am now going to turn the meeting over to Ron, who will preside over the meeting. Mr. Chairman?

Ronald Williams
Executive Chairman, agilon health

Thank you, Denise. I now call the meeting to order in accordance with our bylaws. I will act as Chair of the meeting, and Denise Zamore, our Corporate Secretary, will act as Secretary of the meeting. I will now turn it back to Denise.

Denise Zamore
Chief Legal Officer and Corporate Secretary, agilon health

Thank you, Ron. I will now report on a few important meeting formalities. We will proceed with the formal business of the meeting as set forth in your notice of special meeting of stockholders and proxy statement. During this meeting, we will entertain discussions solely on matters properly brought before the meeting pursuant to Delaware law, the applicable SEC rules, and the company's amended and restated bylaws. We have posted to our special meeting website the rules of conduct and procedures for the meeting, and we ask all shareholders to abide by those rules. An agenda for this meeting has been posted to the special meeting website. We will not have a question and answer period at this meeting. However, please do feel free to email our investor relations team with any questions after this meeting at investors@agilonhealth.com. Wendy Shiba of Broadridge Financial Solutions Inc.

Is serving as the Inspector of Election for this meeting. Ms. Shiba has taken her oath as Inspector of Election. I confirm that Broadridge Financial Solutions Inc. has provided us with an affidavit attesting that the mailing of the notice of this special meeting and the related proxy statement to stockholders commenced February 18, 2026. The affidavit has been filed with the records of the company. I also confirm that the list of stockholders as of the close of business on February 17, 2026, the record date for this meeting, was made available for inspection by stockholders in accordance with Delaware law. The Inspector of Election has confirmed that the holders of a majority of the shares outstanding at the record date are present, either by participation in this special meeting or by proxy. Accordingly, a quorum is present at this meeting. Ron, back to you.

Ronald Williams
Executive Chairman, agilon health

Thank you, Denise. We will now turn to the agenda for the meeting. There are two proposals presented for shareholder vote. Both proposals are described in detail in the proxy materials that were provided to stockholders. We will present both proposals. I now declare the polls open. The polls will be closed to voting after we describe the proposals presented for stockholder vote. Participating stockholders or proxy holders who have not yet voted are invited to submit their votes online on the virtual stockholder meeting site. The first item of business is proposal number one, which we call the amendment proposal, is a proposal to adopt an amendment to the company's amended and restated certificate of incorporation to effect a reverse stock split at a ratio between one-for-five and one-for-25, inclusive, in the form set forth in Exhibit A to the proxy statement.

The Board of Directors had recommended that stockholders vote for this proposal. The next item of business is proposal number two, which we call the adjournment proposal, to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the amendment proposal. The Board of Directors has recommended that stockholders vote for this proposal.

Denise Zamore
Chief Legal Officer and Corporate Secretary, agilon health

Thank you, Ron. We also would like to clarify that Wendy Shiba was engaged by Broadridge Financial Solutions Inc. to serve as our Independent Inspector of Election. The polls are about to close, so if you have not yet voted or if you wish to change your earlier vote, please do so. We will pause now for final online voting. Thank you. I now declare the polls closed. At this time, I will present the preliminary report of the proxy vote. According to the preliminary report of the vote that was provided to the company by the Independent Inspector of Election, both proposals have passed in accordance with the recommendation of the Board of Directors. Specifically, proposal number one, the amendment proposal, and proposal number two, the adjournment proposal.

Because the preliminary vote report indicates that the amendment proposal has passed, we do not plan to adjourn this special meeting to solicit additional proxies. The final vote totals will be included in a Form 8-K that we will file with the Securities and Exchange Commission within four business days following today's meeting. The matters for a vote of the stockholders are now concluded. On behalf of the Board of Directors, I thank you for attending this special meeting. The meeting is concluded.

Operator

Once again, that does conclude today's conference. We thank you all for your participation. You may now disconnect.

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