Astrana Health (ASTH) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held on June 10, 2026, to elect nine directors, ratify the appointment of Ernst & Young LLP as auditor, approve executive compensation on an advisory basis, and approve the amended 2024 Equity Incentive Plan.

• The company reported strong financial growth in 2025, with revenue up 56% to $3.18 billion and adjusted EBITDA up 21% to $205.4 million, driven by acquisitions and operational excellence.

• The board and management emphasize value-based care, technology-driven operations, and alignment with stockholder interests.

Voting matters and shareholder proposals

• Proposals include electing nine directors, ratifying Ernst & Young LLP as auditor, approving executive compensation (say-on-pay), and amending the 2024 Equity Incentive Plan to increase share reserve and extend its term.

• Shareholders may submit proposals for the 2027 meeting by December 18, 2026, and must follow specific advance notice and universal proxy rules.

Board of directors and corporate governance

• The board consists of nine nominees, all incumbents, with diverse backgrounds in healthcare, finance, technology, and public service.

• A majority of directors are independent, and all committees (Audit, Compensation, Nominating) are chaired by independent directors.

• The board held 14 meetings in 2025, with high attendance and regular executive sessions.

• The board leadership structure includes an Executive Chairman, Vice Chairman, and a Lead Independent Director.

• The Nominating Committee values a mix of skills and backgrounds and regularly evaluates board effectiveness.