Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 9, 2021, the Board of Directors (the "Board") of agilon health, inc.
(the "Company") approved an increase in size to eleven directors effective as of
July 12, 2021, and Karen McLoughlin was elected to the Board as a Class II
director in accordance with the Company's amended and restated certificate of
incorporation, effective as of July 12, 2021, to fill the vacancy on the Board
created by the increase in Board size. Ms. McLoughlin was also elected as a
member of the audit committee of the Board. Ms. McLoughlin will hold office
until the 2023 annual general meeting of stockholders or until removed from
office in accordance with the Company's amended and restated certificate of
incorporation. There was no arrangement or understanding between Ms. McLoughlin
and any other person pursuant to which she was selected as a director.
Ms. McLoughlin was the Chief Financial Officer of Cognizant Technology Solutions
("Cognizant") from 2012 to 2020. Prior to joining Cognizant in 2003, Ms.
McLoughlin was Vice President, Finance at Spherion from 1997 to 2003, Director,
Corporate Accounting at Ryder Systems, Inc. from 1994 to 1997, and Manager,
Middle Market Group at Price Waterhouse (which is now known as
PricewaterhouseCoopers) from 1988 to 1994. Ms. McLoughlin currently serves on
the board of directors of Best Buy as a member of the audit committee and chair
of the finance and investment policy committee. Ms. McLoughlin received her B.A.
from Wellesley College and her MBA from Columbia University.
The Company believes Ms. McLoughlin has the qualifications and skills to serve
as a director of the Company due to her experience as an executive at a large
public company and her experience as a public company director, as well as her
financial and accounting expertise.
Related Party Transactions
There are no related party transactions reportable under Item 5.02 of Form 8-K
and Item 404(a) of Regulation S-K.
Ms. McLoughlin will be compensated in accordance with previously disclosed
compensation programs for the Company's non-officer directors.
Item 8.01 Other Events.
On July 12, 2021, the Company issued a press release announcing the appointment
of Ms. McLoughlin as a director, a copy of which is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release dated July 12, 2021
104 Cover Page to this Current Report on Form 8-K in Inline XBRL.
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