agilon health (AGL) Proxy Filing summary

Executive summary

• A special meeting of stockholders will be held virtually on March 17, 2026, to vote on two key proposals: a reverse stock split and the potential adjournment of the meeting if more time is needed for proxy solicitation.

• The reverse stock split proposal seeks authorization for the board to effect a split at a ratio between one-for-five and one-for-twenty-five, without reducing the authorized number of shares.

• The board recommends voting in favor of both proposals, citing improved marketability and compliance with listing requirements as primary motivations.

• Proxy materials and annual reports are available online, and shareholders can vote via internet, phone, or mail.

Voting matters and shareholder proposals

• Proposal 1: Approve an amendment to the certificate of incorporation to effect a reverse stock split at a ratio set by the board within the specified range.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit votes for the reverse stock split.

• Both proposals are considered routine matters, allowing brokers discretionary voting authority if no instructions are provided.

• Approval of the reverse stock split requires more votes cast "for" than "against"; adjournment requires a majority of shares present or represented by proxy.

Board of directors and corporate governance

• The board retains discretion to determine the exact split ratio and whether to implement the reverse stock split after shareholder approval.

• The board may abandon the reverse stock split at any time before filing the amendment, even if approved by shareholders.

• No director or executive officer has a substantial interest in the reverse stock split beyond their proportional share ownership.