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Section 1: 8-K (8-K)

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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

June 11, 2019
Date of Report (Date of earliest event reported)   

Evolent Health, Inc.
(Exact name of registrant as specified in its charter)
_________________________


Delaware 
001-37415
32-0454912
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer
Identification No.)
 
800 N. Glebe Road, Suite 500, Arlington, Virginia 22203
 
 
(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:

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 5.07 Submission of Matters to a Vote of Security Holders
(a) Evolent Health, Inc. (the “Company”) held its 2019 annual meeting of stockholders on June 11, 2019. At the 2019 annual meeting, the Company’s stockholders voted on three proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A for the 2019 annual meeting filed with the Securities and Exchange Commission on April 30, 2019. As of the record date of April 16, 2019, there were 81,908,947 shares of Class A common stock and 713,517 shares of Class B common stock (each entitled to one vote per share) outstanding and entitled to vote at the 2019 annual meeting.
(b) The final voting results with respect to each proposal voted upon at the 2019 annual meeting are set forth below.
Proposal 1
The Company’s stockholders elected by the affirmative vote of a majority of votes cast by the holders of our Class A common stock and Class B common stock, voting together as one class, each of the two Class I director nominees named in the proxy statement to the Board of Directors for a three-year term expiring at the Company’s 2022 annual meeting of stockholders and until their respective successors are duly elected and qualified, as set forth below:

 
 
 
 
 
 
 
Broker
 
For
 
Against
 
Abstentions
 
Non-Votes
Seth Blackley
46,020,868

 
19,152,757

 
18,561

 
5,137,796

David Farner
42,149,534

 
23,024,051

 
18,601

 
5,137,796

Proposal 2
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2019, by the affirmative vote of a majority of votes cast by the holders of our Class A common stock and Class B common stock, voting together as one class, as set forth below:
For
 
Against
 
Abstentions
70,297,028

 
18,692

 
14,262

Proposal 3
The Company’s stockholders approved the compensation of our named executive officers for 2018 on an advisory basis, by the affirmative vote of a majority of votes cast by the holders of our Class A common stock and Class B common stock, voting together as one class, as set forth below:
 
 
 
 
 
 
Broker
For
 
Against
 
Abstentions
 
Non-Votes
60,381,772

 
4,792,503

 
17,911

 
5,137,796







SIGNATURE

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.

EVOLENT HEALTH, INC.
 
 
 
By:
/s/ Jonathan D. Weinberg
Name:
Jonathan D. Weinberg
Title:
General Counsel and Secretary
 
(Duly Authorized Officer)

Date: June 12, 2019






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