SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
December 10, 2020
Date of Report (Date of earliest event reported)
Evolent Health, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation or organization)||Commission File Number:||(I.R.S. Employer|
|800 N. Glebe Road||,||Suite 500||,||Arlington||,||Virginia||,||22203|
|(Address of principal executive offices)(zip code)|
(Registrant’s telephone number, including area code)
(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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 10, 2020, the Board of Directors (the “Board”) of Evolent Health, Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s by-laws (as so amended and restated, the “By-Laws”).
The By-Laws were amended to implement proxy access and make conforming changes. The By-Laws now permit a stockholder, or a group of up to twenty (20) stockholders, owning three percent (3%) or more of the Company’s outstanding Class A common stock continuously for at least three (3) years, to nominate and include in the Company’s proxy materials director candidates constituting up to the greater of two (2) directors or twenty percent (20%) of the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the By-Laws.
The By-Laws were also amended to provide that director nominees will be elected by a plurality of the votes cast if the number of director nominees exceeds the number of directors to be elected (rather than by a majority voting standard) at a meeting, and to remove certain obsolete provisions.
The foregoing description of the amendments to the By-Laws is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is included as Exhibit 3.1 to this report and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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: December 14, 2020||/s/ Jonathan Weinberg|
|General Counsel and Secretary|