Evolent Health Reports Key Corporate Changes and Agreements
Ticker: EVH · Form: 8-K · Filed: Feb 4, 2025 · CIK: 1628908
Sentiment: neutral
Topics: corporate-governance, material-agreement, officer-changes
Related Tickers: EVH
TL;DR
EVH filed an 8-K detailing new agreements, exec changes, and director elections.
AI Summary
Evolent Health, Inc. announced on February 3, 2025, several key events including the entry into a material definitive agreement, the departure of directors or certain officers, the election of directors, and the appointment of certain officers. The company also reported on compensatory arrangements for certain officers and other events, along with financial statements and exhibits.
Why It Matters
This filing indicates significant organizational and contractual shifts within Evolent Health, which could impact its strategic direction and operational stability.
Risk Assessment
Risk Level: medium — The filing details material definitive agreements and changes in officers/directors, which can introduce operational or strategic risks.
Key Players & Entities
- Evolent Health, Inc. (company) — Registrant
- February 3, 2025 (date) — Date of earliest event reported
FAQ
What is the nature of the material definitive agreement entered into by Evolent Health?
The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.
Who are the directors or officers that have departed from Evolent Health?
The filing states the departure of directors or certain officers, but does not name the individuals involved in the provided text.
Were there any new directors elected or officers appointed?
Yes, the filing reports on the election of directors and the appointment of certain officers.
What is the primary business of Evolent Health, Inc. according to its SIC code?
Evolent Health, Inc. is classified under SIC code 8741, which corresponds to SERVICES-MANAGEMENT SERVICES.
When is Evolent Health's fiscal year end?
Evolent Health's fiscal year ends on December 31.
Filing Stats: 1,583 words · 6 min read · ~5 pages · Grade level 12 · Accepted 2025-02-04 07:01:30
Key Financial Figures
- $0.01 — tock of Evolent Health, Inc., par value $0.01 per share EVH New York Stock Exchange
- $250,000 — sposition of such investments and (B) a $250,000 supplemental fee payable no later than
Filing Documents
- evh-20250203.htm (8-K) — 43KB
- a202524exhibit101.htm (EX-10.1) — 149KB
- a202524exhibit991.htm (EX-99.1) — 17KB
- image_01a.jpg (GRAPHIC) — 94KB
- image_0a.jpg (GRAPHIC) — 94KB
- 0001628908-25-000010.txt ( ) — 630KB
- evh-20250203.xsd (EX-101.SCH) — 2KB
- evh-20250203_lab.xml (EX-101.LAB) — 23KB
- evh-20250203_pre.xml (EX-101.PRE) — 13KB
- evh-20250203_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement On February 3, 2025, Evolent Health, Inc. (the " Company ") entered into a Cooperation Agreement (the " Cooperation Agreement ") with Engaged Capital, LLC and certain of its affiliates (collectively, " Engaged Capital "). Pursuant to the Cooperation Agreement, the board of directors of the Company (the " Board ") agreed, subject to the terms and conditions set forth in the Cooperation Agreement, to (1) appoint Mr. Brendan Springstubb to the Board with a term expiring at the Company's 2025 annual meeting of stockholders (the " 2025 Annual Meeting ") and (2) appoint Mr. Springstubb to (A) the Strategy Committee of the Board, effective immediately, and (B) either the Audit Committee of the Board or the Compensation Committee of the Board, as shall be agreed by the Board and Mr. Springstubb no later than the 2025 Annual Meeting. The Board also agreed to nominate Mr. Springstubb for election to the Board at the 2025 Annual Meeting. Further, if Mr. Springstubb resigns or is unable to serve on the Board during the term of the Cooperation Agreement, so long as Engaged Capital holds 3% or more of the Company's outstanding Class A common stock, excluding notional shares associated with derivatives, Engaged Capital will be entitled to recommend his replacement, subject to the Board's review and approval of such candidate (which approval may not be unreasonably withheld). The Cooperation Agreement further provides, among other things, that: During the term of the Cooperation Agreement, Engaged Capital will be subject to customary standstill restrictions, including with respect to acquiring beneficial ownership (including notional shares associated with derivatives) in the aggregate of more than 9.9% of the Company's Class A common stock, nominating or recommending for nomination any persons for election to the Board (except as expressly permitted by the Cooperation Agreement), submitting any proposal for consideration
01 Other Events
Item 8.01 Other Events On February 4, 2025, the Company issued a press release announcing the appointment of Mr. Springstubb to the Board, as well as plans to name Richard Jelinek as Chair of the Board at the Company's 2025 Annual Meeting and the ongoing search process to refresh an independent director in advance of the 2025 Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
01 - Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Cooperation Agreement dated February 3, 2025, by and among Evolent Health, Inc., Engaged Capital Flagship Master Fund, LP, Engaged Capital Co-Invest XI-B, LP, Engaged Capital, LLC, Engaged Capital Holdings, LLC and Glenn W. Welling. 99.1 Press Release dated February 4, 2025. 104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
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. EVOLENT HEALTH, INC. By: /s/ Jonathan D. Weinberg Name: Jonathan D. Weinberg Title: General Counsel and Secretary Date: February 4, 2025