Health Catalyst (HCAT) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for July 9, 2025, to be held virtually, with voting and Q&A available online.

• Stockholders as of May 15, 2025, 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.

Voting matters and shareholder proposals

• Proposals include electing two Class III directors, ratifying Ernst & Young LLP as auditor, approving executive compensation (say-on-pay), and an advisory vote to declassify the board.

• The board recommends voting FOR all proposals.

• Stockholders can submit proposals for the 2026 meeting by January 19, 2026, and director nominations between March 11 and April 10, 2026.

Board of directors and corporate governance

• The board consists of seven directors divided into three classes, with a majority being independent under Nasdaq rules.

• Board committees include audit, compensation, and nominating/governance, all composed of independent directors.

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

• The chair is an independent director, and the board structure is designed for effective oversight.