Omada Health (OMDA) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 16, 2026, with voting available online, by phone, or by mail for shareholders of record as of April 20, 2026.

• Key items include the election of two Class I directors and ratification of the independent auditor; no other business is currently anticipated.

• As of the record date, there were 59,415,251 shares of common stock outstanding, each entitled to one vote per proposal.

• Proxy materials and the annual report are available online, with householding procedures in place to reduce costs.

Voting matters and shareholder proposals

• Shareholders will vote on electing Sean Duffy and Trevor Fetter as Class I Directors (terms expiring 2029) and ratifying Deloitte & Touche LLP as the independent auditor for 2026.

• The Board recommends voting FOR both director nominees and the auditor ratification.

• Shareholder proposals for the 2027 meeting must be submitted by December 29, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board consists of eight members divided into three staggered classes, with annual elections for one class.

• All directors except the CEO are considered independent under Nasdaq rules.

• The Board has Audit, Compensation, and Nominating and Corporate Governance Committees, each with defined charters and independent members.

• The Nominating Committee considers candidates based on integrity, experience, and diversity of viewpoints.

• The Board encourages direct communication from shareholders and has procedures for handling such communications.