Document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________________
FORM 8-K
_________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

June 8, 2020
Date of Report (Date of earliest event reported)   

Evolent Health, Inc.
(Exact name of registrant as specified in its charter)
_________________________
 
Delaware
 
001-37415
 
32-0454912
 
 
(State or other jurisdiction of
incorporation or organization)
 
Commission File Number: 
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
 
 
 
 
 
 
 
800 N. Glebe Road
,
Suite 500
,
Arlington
,
Virginia
,
22203
 
 
(Address of principal executive offices)(zip code)
 
 
 

  
(571) 389-6000
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name, former address and former fiscal year, if changed since last report.)
_________________________


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock of Evolent Health, Inc., par value $0.01 per share
EVH
New York Stock Exchange






Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On June 8, 2020, Lydia Stone, Chief Accounting Officer and Corporate Controller of Evolent Health, Inc. (the “Company”) notified the Company of her decision to resign from her position as Chief Accounting Officer and Corporate Controller, effective June 12, 2020. Ms. Stone resigned to pursue another opportunity, and there were no disagreements between the Company and Ms. Stone on any matter regarding its operations, policies, or practices.

(c) On June 8, 2020, the Company’s Board of Directors appointed Aammaad Shams, to serve as the Company’s interim Principal Accounting Officer and Corporate Controller, effective June 12, 2020. Mr. Shams, 36, has served as the Company’s Assistant Corporate Controller since January 2020. Mr. Shams also served as Senior Director of Technical Accounting from April 2018 to June 2019, and Senior Director of Accounting from July 2019 until December 2019. Prior to joining the Company, Mr. Shams was a Director in KPMG, LLP’s Accounting Advisory Services practice from June 2015 until March 2018.

There is no arrangement or understanding between Mr. Shams and any other person pursuant to which Mr. Shams was appointed as interim Principal Accounting Officer and Corporate Controller. Mr. Shams does not have any family relationships with any director, executive officer, or person nominated or chosen to become a director or executive officer of the Company, and there are no related party transactions with regard to Mr. Shams that are reportable under Item 404(a) of Regulation S-K.






Item 5.07. Submission of Matters to a Vote of Security Holders
(a) Evolent Health, Inc. held its 2020 annual meeting of stockholders on June 9, 2020. At the 2020 annual meeting, the Company’s stockholders voted on three proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A for the 2020 annual meeting filed with the Securities and Exchange Commission on April 29, 2020. As of the record date of April 15, 2020, there were 85,474,938 shares of Class A common stock outstanding and entitled to vote at the 2020 annual meeting.
(b) The final voting results with respect to each proposal voted upon at the 2020 annual meeting are set forth below.
Proposal 1

The Company’s stockholders elected by the affirmative vote of a majority of votes cast by the holders of our Class A common stock, each of the three Class II director nominees named in the proxy statement to the Board of Directors for a three-year term expiring at the Company’s 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified, as set forth below:
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
Bridget Duffy, M.D.
44,886,314
 
14,621,963
 
58,397
 
8,647,668
Diane Holder
42,586,210
 
16,922,066
 
58,398
 
8,647,668
Michael D’Amato
45,472,147
 
14,030,526
 
64,001
 
8,647,668
Proposal 2

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2020, by the affirmative vote of a majority of votes cast by the holders of our Class A common stock, as set forth below:
For
 
Against
 
Abstentions
67,732,756
 
437,833
 
43,753
 
Proposal 3
The Company’s stockholders approved the compensation of our named executive officers for 2019 on an advisory basis, by the affirmative vote of a majority of votes cast by the holders of our Class A common stock, as set forth below:
For
 
Against
 
Abstentions
 
Broker
Non-Votes
58,052,447
 
1,473,226
 
41,087
 
8,647,582





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.
 
 
Evolent Health, Inc.
 
 
Date: June 9, 2020
/s/ Jonathan D. Weinberg
 
Jonathan D. Weinberg
 
General Counsel and Secretary
(Duly Authorized Officer)




 v3.20.1
Cover Page Cover Page
Jun. 08, 2020
Cover Page [Abstract]  
Entity Incorporation, State or Country Code DE
Document Type 8-K
Document Period End Date Jun. 08, 2020
Entity Registrant Name Evolent Health, Inc.
Entity File Number 001-37415
Entity Tax Identification Number 32-0454912
Entity Address, Address Line One 800 N. Glebe Road
Entity Address, Address Line Two Suite 500
Entity Address, City or Town Arlington
Entity Address, State or Province VA
Entity Address, Postal Zip Code 22203
City Area Code 571
Local Phone Number 389-6000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock of Evolent Health, Inc., par value $0.01 per share
Trading Symbol EVH
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001628908
Amendment Flag false