Astrana Health Inc.

06/10/2026 | Press release | Distributed by Public on 06/10/2026 14:16

Proxy Results, Management Change/Compensation (Form 8-K)

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. Amended and Restated 2024 Equity Incentive Plan (as amended and restated, the "2024 Plan") at the 2026 Annual Meeting of Stockholders of the Company (the "Annual Meeting") held on June 10, 2026. The 2024 Plan was previously approved by the Company's Board of Directors (the "Board"). As amended and restated, the number of shares of the Company's common stock reserved for issuance under the 2024 Plan has been increased by 1,000,000 shares, and the term of the 2024 Plan has been extended until March 24, 2036.

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 17, 2026 (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 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 10, 2026. At the close of business on April 14, 2026, the record date for the Annual Meeting (the "Record Date"), there were 55,713,532 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 43,772,595 shares of the Company's common stock, representing stockholders entitled to cast approximately 78.6% 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 2027 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, 2026 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.

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. 33,456,519 1,959,958 8,356,118
Thomas S. Lam, M.D., M.P.H. 33,486,509 1,929,968 8,356,118
John Chiang 34,104,046 1,312,431 8,356,118
Weili Dai 33,926,696 1,489,781 8,356,118
Linda Dong 33,330,641 2,085,836 8,356,118
J. Lorraine Estradas, R.N., B.S.N. M.P.H. 32,171,774 3,244,703 8,356,118
Mitchell W. Kitayama 33,320,506 2,095,971 8,356,118
Matthew Mazdyasni 33,610,789 1,805,688 8,356,118
David G. Schmidt 33,198,453 2,218,024 8,356,118

Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm

For Against Abstain Broker Non-Votes
43,722,509 19,566 30,520 -
Astrana Health Inc. published this content on June 10, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 10, 2026 at 20:16 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]