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.

• The main proposal is to approve an amendment authorizing a reverse stock split at a ratio between one-for-five and one-for-twenty-five, with the exact ratio to be determined by the board.

• The reverse stock split aims to increase the per-share price to maintain NYSE listing compliance and improve marketability.

• The board also seeks approval to adjourn the meeting if more time is needed to solicit votes for the amendment.

• Proxy materials and annual reports are available online, and shareholders are encouraged to vote by internet, phone, or mail.

Voting matters and shareholder proposals

• Proposal 1: Approve an amendment to effect a reverse stock split within a specified ratio range, without reducing authorized shares.

• Proposal 2: Approve adjournment of the meeting if necessary to solicit additional votes for the amendment.

• Both proposals are considered routine, allowing brokers discretionary voting if no instructions are given.

• The board unanimously recommends voting FOR both proposals.

Board of directors and corporate governance

• The board retains discretion to determine the timing and ratio of the reverse stock split or to abandon it entirely.

• The board may consider market trends, stock price, and company performance in its decision.

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