agilon health (AGL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 2, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• The company emphasizes its Total Care Model, focusing on value-based care for seniors, quality outcomes, and operational efficiency.

• Leadership transitioned in 2025, with the CEO resigning and the Executive Chairman assuming interim leadership, supported by a strengthened executive team.

• The company faced profitability pressures in 2025 but responded with strategic actions to restore financial strength and prioritize margin over membership growth.

• Proxy materials are delivered electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Stockholders will vote on electing three Class II directors for three-year terms, ratifying Ernst & Young LLP as auditor, and an advisory say-on-pay vote for executive compensation.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of seven members, classified into three staggered terms; three Class II directors are up for election.

• The board is majority independent, with robust governance guidelines, codes of conduct, and annual board evaluations.

• The Executive Chairman leads the board during the CEO transition, with flexibility in leadership structure.

• Committees include Audit, Compensation and Human Capital, Nominating and Governance, and Compliance and Quality, each with defined oversight roles.

• Director compensation includes cash and equity, with annual RSU grants and committee chair retainers.