Alignment Healthcare Files 8-K on Shareholder Votes & Bylaws

TL;DR

Alignment Healthcare filed an 8-K detailing shareholder votes and bylaw changes. Check financials for details.

AI Summary

Alignment Healthcare, Inc. filed an 8-K on June 7, 2024, reporting on matters submitted to a vote of security holders and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits, with the earliest event reported as of June 7, 2024.

Why It Matters

This filing provides insight into corporate governance decisions and financial reporting for Alignment Healthcare, Inc., which can impact investor confidence and strategic direction.

Risk Assessment

Risk Level: low — The filing is routine corporate disclosure and does not indicate immediate financial distress or significant operational changes.

Key Players & Entities

• Alignment Healthcare, Inc. (company) — Registrant
• June 7, 2024 (date) — Date of earliest event reported
• 1100 W. Town and Country Road, Suite 1600 Orange, California 92868 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share ALHC The NASDAQ Stock Market

Filing Documents

• alhc-20240607.htm (8-K) — 40KB
• certificateofamendment-alh.htm (EX-3.1) — 7KB
• 0001628280-24-027889.txt ( ) — 179KB
• alhc-20240607.xsd (EX-101.SCH) — 2KB
• alhc-20240607_lab.xml (EX-101.LAB) — 23KB
• alhc-20240607_pre.xml (EX-101.PRE) — 13KB
• alhc-20240607_htm.xml (XML) — 3KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 7, 2024, as described below, upon the recommendation of the Board of Directors of Alignment Healthcare, Inc. (the "Company"), the Company's stockholders approved an amendment (the "Officer Exculpation Amendment") to the Company's Amended and Restated Certificate of Incorporation to include an officer exculpation provision to limit the liability of certain officers of the Company as permitted by Delaware law. The Officer Exculpation Amendment became effective upon the filing of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment") with the Delaware Secretary of State on June 11, 2024. A description of the Officer Exculpation Amendment is set forth on page 81 of the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on April 26, 2024, which description is incorporated herein by reference. The description set forth herein is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The regular annual meeting of the stockholders (the "Annual Meeting") of the Company was held virtually on June 7, 2024, for the purpose of voting on the proposals described below. There were 181,697,366 shares of common stock represented at the Annual Meeting. The stockholders of the Company voted as follows on the following matters at the Annual Meeting: Proposal 1: Election of Class III Directors . The four Class III directors were elected at the Annual Meeting based upon the following votes: Class III Director Name For Withhold Broker Non-Vote Yon Jorden 146,352,677 13,301,804 22,042,885 John Kao 154,436,508 5,217,973 22,042,885 Joseph Konowiecki 141,784,781 17,254,752 22,657,833 Margaret McCarthy 144,237,327 14,802,206 22,657,833 Each Class III director will serve a three-year term until the 2027 annual meeting or until his or her successor shall be elected and qualified. Proposal 2: Approval of an amendment to the Company's certificate of incorporation to reflect new Delaware law provisions regarding exculpation of officers. The Company's stockholders approved the Officer Exculpation Amendment. The results of the vote were as follows: For Against Abstain Broker Non-Vote 155,116,153 4,581,623 1,459 21,998,131 Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024 was ratified based upon the following votes: For Against Abstain 181,626,313 66,605 4,448 Proposal 4: Say-on-Pay Vote. On an advisory basis, the executive compensation of the Company's named executive officers was approved, based on the following votes: For Against Abstain Broker Non-Vote 138,403,746 21,289,607 5,882 21,998,131

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation dated June 11 , 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE 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. Alignment Healthcare, Inc. Date: June 13, 2024 By: /s/ Christopher J. Joyce Christopher J. Joyce Chief Legal and Administrative Officer

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View this 8-K filing on SEC EDGAR