UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The stockholders of Astrana Health, Inc. (the “Company”) approved the Astrana Health, Inc. 2024 Equity Incentive Plan (the “2024 Plan”) at the 2024 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) held on June 12, 2024. The 2024 Plan was previously approved by the Company’s Board of Directors (the “Board”). The 2024 Plan replaces the Company’s 2015 Equity Incentive Plan (the “2015 Plan”). While no further awards will be made under the 2015 Plan, all awards granted under the 2015 Plan that were outstanding on the date of stockholder approval of the 2024 Plan will remain outstanding in accordance with their terms.
The Compensation Committee of the Board (the “Compensation Committee”), which is comprised of non-employee directors, generally will administer awards granted under the 2024 Plan. To the extent permitted by applicable law, the Compensation Committee or the Board may delegate its authority to one or more employees or directors of the Company. Further, the Board has reserved to itself the authority to grant awards to the non-employee members of the Board, and the Board may reserve to itself any of the Compensation Committee’s other authority and may act as the administrator of the 2024 Plan.
The 2024 Plan authorizes the grant of equity-based and cash-based compensation awards to those officers and employees of, and consultants to, the Company and its subsidiaries who are selected by the Compensation Committee, and the 2024 Plan also authorizes the Board to grant awards to the non-employee directors of the Company. Awards under the 2024 Plan may be granted in the form of stock options, stock appreciation rights, restricted shares, restricted share units and other share-based awards.
Subject to certain adjustments, the total number of shares that may be delivered under the 2024 Plan will not exceed 2,100,000 shares, all of which may be issued pursuant to awards of incentive stock options. Shares tendered or withheld to pay the exercise price of a stock option or to cover tax withholding will not be added back to the number of shares available under the 2024 Plan. Upon exercise of any stock appreciation right that may be settled in shares, the full number of shares subject to that award will be counted against the number of shares available under the 2024 Plan, regardless of the number of shares used to settle the stock appreciation right upon exercise. To the extent that any award under the 2024 Plan or any award granted under the 2015 Plan is forfeited, or any option or stock appreciation right terminates, expires or lapses without being exercised, the shares subject to such awards granted but not delivered will be added to the number of shares available for awards under the 2024 Plan.
No awards may be granted under the 2024 Plan after February 27, 2034. The Board may, without stockholder approval, amend or terminate the 2024 Plan, except in any respect as to which stockholder approval is required by the Plan, by law, regulation or the rules of an applicable stock exchange.
A summary of the 2024 Plan is included in Proposal 4 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2024 (the “Proxy Statement”), which summary is incorporated in its entirety herein by reference. The summaries of the 2024 Plan contained herein and in the Proxy Statement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the 2024 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting on June 12, 2024. At the close of business on April 23, 2024, the record date for the Annual Meeting (the “Record Date”), there were 56,025,538 shares of common stock, par value $0.001 per share, of the Company issued and outstanding. At the Annual Meeting, there were present in person or by proxy 42,337,157 shares of the Company’s common stock, representing stockholders entitled to cast approximately 75.6% of the total outstanding eligible votes and constituting a quorum. At the Annual Meeting:
| 1. | Nine directors were elected to the Board, each to hold office until the 2025 Annual Meeting of Stockholders. |
| 2. | The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified. |
| 3. | The compensation program for the Company’s named executive officers as disclosed in Proxy Statement was approved, on an advisory, non-binding basis. |
| 4. | The 2024 Plan was approved. |
| 5. | An amendment to the Company’s Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation was approved. |
The voting results for each such matter were as follows:
Proposal 1. Election of Directors
| Nominee | For | Withheld | Broker Non-Votes | ||||||||
| Kenneth Sim, M.D. | 37,510,162 | 647,957 | 4,179,038 | ||||||||
| Thomas S. Lam, M.D., M.P.H. | 37,619,083 | 539,036 | 4,179,038 | ||||||||
| Mitchell W. Kitayama | 37,775,972 | 382,147 | 4,179,038 | ||||||||
| David G. Schmidt | 36,724,365 | 1,433,754 | 4,179,038 | ||||||||
| Linda Marsh | 37,607,555 | 550,564 | 4,179,038 | ||||||||
| John Chiang | 37,109,750 | 1,048,369 | 4,179,038 | ||||||||
| Matthew Mazdyasni | 37,086,620 | 1,071,499 | 4,179,038 | ||||||||
| J. Lorraine Estradas, R.N., B.S.N. M.P.H. | 36,923,496 | 1,234,623 | 4,179,038 | ||||||||
| Weili Dai | 38,051,962 | 106,157 | 4,179,038 | ||||||||
Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 41,792,861 | 463,866 | 80,430 | — | ||||||||||
Proposal 3. Advisory Vote on Executive Compensation
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 37,336,707 | 428,882 | 392,530 | 4,179,038 | ||||||||||
Proposal 4. Approval of the 2024 Plan
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 37,131,279 | 666,874 | 359,966 | 4,179,038 | ||||||||||
Proposal 5. Approval of the Officer Exculpation Amendment
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 37,447,250 | 620,311 | 90,558 | 4,179,038 | ||||||||||
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1* | Astrana Health, Inc. 2024 Equity Incentive Plan. | |
| 10.2* | Form of Incentive Stock Option Agreement (2024 Equity Incentive Plan). | |
| 10.3* | Form of Nonqualified Stock Option Agreement (2024 Equity Incentive Plan). | |
| 10.4* | Form of Restricted Stock Agreement (2024 Equity Incentive Plan). | |
| 10.5* | Form of Restricted Stock Unit Agreement (2024 Equity Incentive Plan). | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). |
* Management contract or compensatory plan, contract or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ASTRANA HEALTH, INC. | ||
| Date: June 12, 2024 | By: | /s/ Brandon K. Sim |
| Name: | Brandon K. Sim | |
| Title: | Chief Executive Officer and President | |