Astrana Health Amends Corporate Charter, Updates Governance
Ticker: ASTH · Form: 8-K · Filed: Feb 29, 2024 · CIK: 1083446
| Field | Detail |
|---|---|
| Company | Astrana Health, INC. (ASTH) |
| Form Type | 8-K |
| Filed Date | Feb 29, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, bylaw-amendment, 8-K
TL;DR
**Astrana Health just tweaked its corporate rules, which could shake up how the company is run and how shareholders are treated.**
AI Summary
Astrana Health, Inc. (formerly Apollo Medical Holdings, Inc.) filed an 8-K on February 28, 2024, reporting amendments to its Articles of Incorporation or Bylaws and other events. The company, incorporated in Delaware with IRS Employer Identification No. 95-4472349, is headquartered at 1668 S. Garfield Avenue, 2nd Floor, Alhambra, California. This filing updates its corporate information and potentially its governance structure.
Why It Matters
Changes to a company's articles of incorporation or bylaws can impact shareholder rights, corporate governance, and future strategic decisions, potentially affecting investor confidence and operational flexibility.
Risk Assessment
Risk Level: medium — Changes to corporate bylaws can have significant, though not immediately quantifiable, impacts on governance and shareholder rights.
Key Players & Entities
- Astrana Health, Inc. (company) — Registrant
- Apollo Medical Holdings, Inc. (company) — Former company name
- February 28, 2024 (date) — Date of earliest event reported
- Delaware (company) — State of Incorporation
- 001-37392 (dollar_amount) — Commission File Number
- 95-4472349 (dollar_amount) — I.R.S. Employer Identification No.
- 1668 S. Garfield Avenue, 2nd Floor, Alhambra, California (company) — Business Address
FAQ
What was the former name of Astrana Health, Inc.?
The former name of Astrana Health, Inc. was Apollo Medical Holdings, Inc.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on February 28, 2024.
In which state is Astrana Health, Inc. incorporated?
Astrana Health, Inc. is incorporated in Delaware.
What is the Commission File Number for Astrana Health, Inc.?
The Commission File Number for Astrana Health, Inc. is 001-37392.
What items were reported in this 8-K filing?
The 8-K filing reported 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year', 'Other Events', and 'Financial Statements and Exhibits'.
Filing Stats: 708 words · 3 min read · ~2 pages · Grade level 11.9 · Accepted 2024-02-29 06:03:30
Filing Documents
- tm247268d2_8k.htm (8-K) — 30KB
- tm247268d2_ex3-1.htm (EX-3.1) — 144KB
- tm247268d2_ex3-2.htm (EX-3.2) — 193KB
- 0001104659-24-028972.txt ( ) — 605KB
- ameh-20240228.xsd (EX-101.SCH) — 3KB
- ameh-20240228_lab.xml (EX-101.LAB) — 33KB
- ameh-20240228_pre.xml (EX-101.PRE) — 22KB
- tm247268d2_8k_htm.xml (XML) — 4KB
03
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 28, 2024, the Board of Directors (the "Board") of Astrana Health, Inc. (the "Company") approved the amendment and restatement of the Company's Restated Bylaws (as amended and restated, the "Amended and Restated Bylaws"), which became effective immediately upon adoption. Among other things, the Amended and Restated Bylaws: establish certain procedural mechanics and disclosure requirements for stockholder nominations of directors and submissions of proposals for other business made in connection with annual and special meetings of stockholders, including to address rules related to the use of universal proxy cards adopted by the Securities and Exchange Commission under Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended; require stockholders directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board; and include various updates throughout to conform to current Delaware law (including the recent amendments to the Delaware General Corporation Law), including amendments relating to stockholder lists and stockholder meeting adjournments. The Amended and Restated Bylaws also incorporate ministerial, clarifying and conforming changes. The description of the changes implemented by the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
01
Item 8.01 Other Events. On February 28, 2024, the Board established June 12, 2024, as the date for the Company's 2024 Annual Meeting of Stockholders. The record date for stockholders eligible to vote at the 2024 Annual Meeting was set for April 23, 2024.
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 3.1 Amended and Restated Bylaws of Astrana Health, Inc. (effective February 28, 2024). 3.2 Amended and Restated Bylaws of Astrana Health, Inc. (effective February 28, 2024) (marked to show changes). 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).
SIGNATURES
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: February 29, 2024 By: /s/ Brandon Sim Name: Brandon Sim Title: Chief Executive Officer and President