Evolent Health (EVH) Proxy filing summary

Executive summary

• 2025 was a challenging year due to elevated medical costs and policy changes, but the company achieved record new business wins and enhanced its contracting model to manage volatility.

• Strategic focus remains on improving profitability, strengthening capital structure, and delivering measurable outcomes for customers.

• The company refinanced its 2025 convertible notes, extended debt maturity to 2029, and sold a business unit to reduce senior debt and interest expense.

• Leadership was strengthened with a new CFO and Chief Product Officer, and three new independent directors joined the board.

Voting matters and shareholder proposals

• Stockholders will vote on electing ten directors, ratifying Deloitte & Touche LLP as auditor for 2026, approving 2025 executive compensation (say-on-pay), and amending the 2015 Omnibus Incentive Compensation Plan to add 9.3 million shares.

• All proposals are unanimously recommended for approval by the board.

Board of directors and corporate governance

• The board is fully declassified, with annual elections and no supermajority requirements for charter/by-law amendments.

• Independent Board Chair and all committees are composed solely of independent directors.

• Board refreshment included three new independent directors in 2025, with a skills matrix covering risk, healthcare, finance, technology, ESG, and regulatory expertise.

• Robust stock ownership guidelines, compensation clawback policy, and prohibition on hedging/pledging are in place.

• Regular board and committee evaluations, director education, and active stockholder engagement are emphasized.