Astrana Health (ASTH) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on June 11, 2025, 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.

• Shareholders of record as of April 22, 2025, are eligible to vote; multiple voting methods are available, including internet, phone, mail, and in-person.

• The company reported strong financial growth in 2024, with revenue up 47% to $2.03 billion and adjusted EBITDA up 16% to $170.4 million.

• Expansion included new markets in Arizona, Hawaii, and California, and a pending acquisition of Prospect Health System assets.

Voting matters and shareholder proposals

• Four main proposals: election of nine directors, ratification of auditor, advisory vote on executive compensation, and approval of the amended 2024 Equity Incentive Plan.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 26, 2025.

Board of directors and corporate governance

• Board consists of nine nominees, all incumbents, with diverse backgrounds in healthcare, finance, and technology.

• Majority of directors are independent; all committees are composed of independent directors.

• Board leadership includes an Executive Chairman, Vice Chairman, and a Lead Independent Director.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined oversight roles.

• Board and committees conduct regular self-evaluations and emphasize diversity of skills and perspectives.