Astrana Health Files 8-K on Director Changes and Compensation
Ticker: ASTH · Form: 8-K · Filed: Jun 12, 2024 · CIK: 1083446
| Field | Detail |
|---|---|
| Company | Astrana Health, INC. (ASTH) |
| Form Type | 8-K |
| Filed Date | Jun 12, 2024 |
| Risk Level | medium |
| Pages | 5 |
| Reading Time | 6 min |
| Key Dollar Amounts | $0.001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, officer-appointments, director-changes
Related Tickers: APLS
TL;DR
Astrana Health (APLS) filed an 8-K detailing director departures, new elections, and officer appointments. Governance shake-up incoming.
AI Summary
Astrana Health, Inc. filed an 8-K on June 12, 2024, reporting on the departure of directors, election of new directors, appointment of officers, and compensatory arrangements. The filing also includes information on matters submitted to a vote of security holders and financial statements. The company was formerly known as Apollo Medical Holdings, Inc. and SICLONE INDUSTRIES INC.
Why It Matters
This filing indicates significant corporate governance changes, including new leadership and potential shifts in executive compensation, which could impact the company's strategic direction and investor relations.
Risk Assessment
Risk Level: medium — Changes in board composition and officer appointments can signal strategic shifts or internal challenges, requiring closer monitoring by investors.
Key Players & Entities
- Astrana Health, Inc. (company) — Registrant
- Apollo Medical Holdings, Inc. (company) — Former Company Name
- SICLONE INDUSTRIES INC (company) — Former Company Name
- June 12, 2024 (date) — Report Date
FAQ
Who has departed from Astrana Health's board or officer positions?
The 8-K filing indicates the departure of directors or certain officers, but specific names are not detailed in the provided text.
Were any new directors or officers appointed?
Yes, the filing explicitly mentions the election of directors and the appointment of certain officers.
What is the primary purpose of this 8-K filing?
The filing serves to report current events, including changes in directors and officers, compensatory arrangements, and matters submitted to a vote of security holders.
When was Astrana Health, Inc. formerly known as Apollo Medical Holdings, Inc.?
The date of the name change from Apollo Medical Holdings, Inc. to Astrana Health, Inc. was July 15, 2008.
What is Astrana Health's Standard Industrial Classification (SIC) code?
Astrana Health's SIC code is 8742, which falls under SERVICES-MANAGEMENT CONSULTING SERVICES.
Filing Stats: 1,403 words · 6 min read · ~5 pages · Grade level 9.5 · Accepted 2024-06-12 16:15:27
Key Financial Figures
- $0.001 — 5,538 shares of common stock, par value $0.001 per share, of the Company issued and ou
Filing Documents
- tm2416687d1_8k.htm (8-K) — 56KB
- tm2416687d1_ex10-1.htm (EX-10.1) — 118KB
- tm2416687d1_ex10-2.htm (EX-10.2) — 43KB
- tm2416687d1_ex10-3.htm (EX-10.3) — 42KB
- tm2416687d1_ex10-4.htm (EX-10.4) — 33KB
- tm2416687d1_ex10-5.htm (EX-10.5) — 37KB
- 0001104659-24-070847.txt ( ) — 569KB
- ameh-20240612.xsd (EX-101.SCH) — 3KB
- ameh-20240612_lab.xml (EX-101.LAB) — 33KB
- ameh-20240612_pre.xml (EX-101.PRE) — 22KB
- tm2416687d1_8k_htm.xml (XML) — 4KB
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting on June 12, 2024. At the close of business on April 23, 2024, the record date for the Annual Meeting (the "Record Date"), there were 56,025,538 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 42,337,157 shares of the Company's common stock, representing stockholders entitled to cast approximately 75.6% 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 2025 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, 2024 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. 5. An amendment to the Company's Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation 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. 37,510,162 647,957 4,179,038 Thomas S. Lam, M.D., M.P.H. 37,619,083 539,036 4,179,038 Mitchell W. Kitayama 37,775,972 382,147 4,179,038 David G. Schmidt 36,724,365 1,433,754 4,179,038 Linda Marsh 37,607,555 550,564 4,179,038 John Chiang 37,109,750 1,048,369 4,179,038 Matthew Mazdyasni 37,086,620 1,071,499 4,179,038 J. Lorraine Estradas, R.N., B.S.N. M.P.H. 36,923,496 1,234,623 4,179,038 Weili Dai 38,051,962 106,157 4,179,038 Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm For Against Abstain
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 10.1* Astrana Health, Inc. 2024 Equity Incentive Plan. 10.2* Form of Incentive Stock Option Agreement (2024 Equity Incentive Plan). 10.3* Form of Nonqualified Stock Option Agreement (2024 Equity Incentive Plan). 10.4* Form of Restricted Stock Agreement (2024 Equity Incentive Plan). 10.5* Form of Restricted Stock Unit Agreement (2024 Equity Incentive Plan). 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). * Management contract or compensatory plan, contract or arrangement.
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: June 12, 2024 By: /s/ Brandon K. Sim Name: Brandon K. Sim Title: Chief Executive Officer and President