Accendra Health (ACH) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 15, 2025, will be held virtually to enhance accessibility and reduce costs and environmental impact.

• Shareholders will vote on the election of nine directors, ratification of KPMG LLP as auditor, and an advisory say-on-pay vote for executive compensation.

• Shareholder engagement included extensive outreach, investor conferences, and publication of a sustainability report in July 2024.

Voting matters and shareholder proposals

• Proposals include electing nine directors for one-year terms, ratifying KPMG LLP as auditor for 2025, and an advisory vote on executive compensation.

• Shareholders of record as of March 19, 2025, are entitled to vote, with each share having one vote per proposal.

• Proxy access allows shareholders with 3% ownership for at least three years to nominate directors.

Board of directors and corporate governance

• Board consists of nine nominees, with 5 new directors since 2020 and an average tenure of 4.2 years.

• 5 of 9 nominees are women and/or racially diverse; average age is 61.

• All directors except the CEO are independent; only independent directors serve on key committees.

• Annual board and committee self-evaluations, succession planning, and risk oversight are in place.

• Majority voting standard for uncontested elections; declassified board with annual elections.