Health Catalyst (HCAT) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 16, 2026, and will be held virtually, allowing shareholders to vote and ask questions online.

• Shareholders as of May 22, 2026, are eligible to vote on key proposals, including director elections, auditor ratification, executive compensation, and board declassification.

• Proxy materials are primarily delivered electronically to reduce costs and environmental impact, with options for paper copies upon request.

Voting matters and shareholder proposals

• Proposals include electing two Class I directors, ratifying Ernst & Young LLP as auditor, an advisory vote on executive compensation, and phasing out the classified board structure.

• The board recommends voting in favor of all proposals.

• One shareholder proposal was excluded for not meeting procedural requirements.

Board of directors and corporate governance

• The board will reduce from seven to six members, with recent refreshment adding three new independent directors and a new CEO.

• The board is majority independent, with clear separation of CEO and Chair roles.

• Committees (audit, compensation, nominating/governance) are fully independent and have updated charters.

• Directors are expected to attend at least 75% of meetings; all but one met this threshold in 2025.

• The board is transitioning to annual director elections by 2029, pending shareholder approval.