Health Catalyst (HCAT) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 16, 2026, to be held virtually, with voting available online, by phone, or by mail.

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

• The board recommends voting in favor of all proposals and emphasizes the importance of stockholder participation.

Voting matters and shareholder proposals

• Proposals include electing two Class I directors, ratifying Ernst & Young LLP as auditor, approving executive compensation (say-on-pay), and phasing out the classified board structure.

• The board recommends voting “FOR” all proposals.

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

• Procedures for submitting proposals and director nominations for the 2027 meeting are detailed, with specific deadlines.

Board of directors and corporate governance

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

• The board is currently classified but proposes declassification by 2029.

• All committees (audit, compensation, nominating/governance) are composed of independent directors.

• The board conducts annual self-evaluations and encourages director education.

• A code of conduct and insider trading policy are in place, with no waivers granted in 2025.