ANNUAL MEETING OF STOCKHOLDERS OF
EVOLENT HEALTH, INC.
June 6, 2024
GO GREEN
e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via https://equiniti.com/us/ast-access to enjoy online access.
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS: The Notice of Meeting, proxy statement, proxy card and annual report
are available at http://ir.evolenthealth.com/financial-info/annual-reports-and-proxy-statements/default.aspx
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
00033333333333304000 2060624
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE "FOR" ALL NOMINEES IN THE ELECTION OF DIRECTORS, | ||||||||||||||||||
"FOR" PROPOSALS 2 AND 3 AND UNANIMOUSLY RECOMMENDS YOU VOTE "1 YEAR" ON PROPOSAL 4. | ||||||||||||||||||
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x | ||||||||||||||||||
1. | Election of Directors: | FOR | AGAINST ABSTAIN | |||||||||||||||
1. Election of Directors: | ||||||||||||||||||
NOMINEES: | a) | Toyin Ajayi, MD | ||||||||||||||||
FOR ALL NOMINEES | b) | Craig Barbarosh | ||||||||||||||||
O | ||||||||||||||||||
O | c) | Seth Blackley | ||||||||||||||||
WITHHOLD AUTHORITY | O | |||||||||||||||||
FOR ALL NOMINEES | d) | M. Bridget Duffy, MD | ||||||||||||||||
FOR ALL EXCEPT | ||||||||||||||||||
(See instructions below) | e) | Russell Glass | ||||||||||||||||
f) | Peter Grua | |||||||||||||||||
g) | Diane Holder | |||||||||||||||||
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark "FOR ALL EXCEPT" | h) | Richard Jelinek | ||||||||||||||||
i) | Kim Keck | |||||||||||||||||
and fill in the circle next to each nominee you wish to withhold, as shown here: | ||||||||||||||||||
j) | Cheryl Scott | |||||||||||||||||
2. Proposal to ratify the appointment of Deloitte & Touche LLP as | ||||||||||||||||||
our independent registered public accounting firm for the fiscal | ||||||||||||||||||
year ending December 31, 2024. | ||||||||||||||||||
3. Proposal to approve the compensation of our named executive | ||||||||||||||||||
officers for 2023 on an advisory basis. | ||||||||||||||||||
4. | Proposal to approve the selection of the frequency of 1 | YEAR | 2 | YEARS | 3 YEARS ABSTAIN | |||||||||||||
future advisory votes on executive compensation on an | ||||||||||||||||||
indicate your new address in the address space above. Please note that | advisory basis. | |||||||||||||||||
To change the address on your account, please check the box at right and | ||||||||||||||||||
changes to the registered name(s) on the account may not be submitted via | This section must be completed for your vote to be counted. Date and Sign Below. | |||||||||||||||||
this method. |
Signature of Stockholder | Date: | Signature of Stockholder | Date: | ||||||||||
Note: | Please sign exactly as your name or names appear on this Proxy. When | shares | are held jointly, each | holder should sign. When signing as executor, administrator, attorney, trustee, custodian | or guardian, please give | ||||||||
full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. | |||||||||||||
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0
EVOLENT HEALTH, INC.
Proxy for Annual Meeting of Stockholders on June 6, 2024
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Jonathan D. Weinberg and John P. Johnson, each or either of them, as proxies, with full power of substitution, with the powers the undersigned would possess if personally present, to vote, as designated on the reverse side of this form and, in his discretion, to vote upon such other business as may properly come before such meeting, all shares of Common Stock of the undersigned in Evolent Health, Inc. (the "Company") at the Annual Meeting of Stockholders of the Company to be held on June 6, 2024 at 10:00 a.m., Eastern Time, via the internet at https://web.lumiconnect.com/209916247 (password: evolent2024), and at any adjournments or postponements thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.
(Continued and to be signed on the reverse side)
1.1 | 14475 |
ANNUA MEETING OF STOCKHOLDERS OF | ||||||||
EVOLENT HEALTH, INC. | ||||||||
June 6, 2024 | ||||||||
INTERNET- Access "www.voteproxy.com | PROXY VOTING INSTRUCTIONS | |||||||
" and follow the on-screen | ||||||||
instructions or scan the QR code with your smartphone. Have your proxy | ||||||||
card available when you access the web page. | ||||||||
Vote online until 11:59 PM EDT, June 5, 2024. | ||||||||
MAIL- Sign, date and mail your proxy card in the envelope provided as | ||||||||
soon as possible. | ||||||||
VIRTUALLY AT THE MEETING- The company will be hosting the meeting | ||||||||
live via the Internet this year. To attend the meeting via the Internet | COMPANY NUMBER | |||||||
please visit https://web.lumiconnect.com/209916247 (password: | ||||||||
evolent2024) and be sure to have available the control number. | ||||||||
you can quickly access your proxy material, statements and other eligible | ACCOUNT NUMBER | |||||||
GO GREEN- e-Consent makes it easy to go paperless. With e-Consent, | ||||||||
documents online, while reducing costs, clutter and paper waste. Enroll | ||||||||
today via https://equiniti.com/us/ast-access to enjoy online access. | ||||||||
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS: The Notice of Meeting, proxy statement, proxy card and annual report
are available at http://ir.evolenthealth.com/financial-info/annual-reports-and-proxy-statements/default.aspx
Please detach along perforated line and mail in the envelope provided IFyou are not voting via the Internet.
00033333333333304000 | 2 | 060624 | ||||||||||
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE "FOR" ALL NOMINEES IN THE ELECTION OF DIRECTORS, | ||||||||||||
"FOR" PROPOSALS 2 AND 3 AND UNANIMOUSLY RECOMMENDS YOU VOTE "1 YEAR" ON PROPOSAL 4. | ||||||||||||
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x | ||||||||||||
1. | Election of Directors: | FOR AGAINST | ABSTAIN | |||||||||
a) | Toyin Ajayi, MD | |||||||||||
b) | Craig Barbarosh | |||||||||||
c) | Seth Blackley | |||||||||||
d) | M. Bridget Duffy, MD | |||||||||||
e) | Russell Glass | |||||||||||
f) | Peter Grua | |||||||||||
g) | Diane Holder | |||||||||||
h) | Richard Jelinek | |||||||||||
i) Kim Keck
j) Cheryl Scott
2. Proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
3. Proposal to approve the compensation of our named executive officers for 2023 on an advisory basis.
4. Proposal to approve the selection of the frequency of 1 | YEAR | 2 | YEARS | 3 YEARS | ABSTAIN | ||||||
future advisory votes on executive compensation on an | |||||||||||
indicate your new address in the address space above. Please note that | advisory basis. | ||||||||||
To change the address on your account, please check the box at right and | |||||||||||
changes to the registered name(s) on the account may not be submitted via | This section must be completed for your vote to be counted. Date and Sign Below. | ||||||||||
this method. |
Signature of Stockholder | Date: | Signature of Stockholder | Date: | ||||||
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When | signing as executor, administrator, attorney, trustee or | guardian, | please give full | |||||
title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
Important Notice of Availability of Proxy Materials for the Shareholder Meeting of
EVOLENT HEALTH, INC.
To Be Held On:
June 6, 2024 at 10:00 a.m., Eastern Time
at https://web.lumiconnect.com/209916247 (password: evolent2024)
JOHN SMITH
1234 MAIN STREET APT. 203
NEW YORK, NY 10038
COMPANY NUMBER
ACCOUNT NUMBERCONTROL NUMBER
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We | ||
encourage you to access and review all of the important information contained in the proxy materials before voting. | ||
If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a | ||
copy. To facilitate timely delivery please make the request as instructed below before May 26, 2024. | ||
Please visit http://ir.evolenthealth.com/financial-info/annual-reports-and-proxy-statements/default.aspx, where the following | ||
materials are available for view: | ||
• Notice of Annual Meeting of Stockholders | ||
• | Proxy Statement | |
• | Form of Electronic Proxy Card | |
TO REQUEST MATERIAL: | • | Annual Report |
TELEPHONE: 888-Proxy-NA(888-776-9962) or 201-299-6210 (for international callers) | ||
E-MAIL: help@equiniti.com | ||
TO VOTE: | WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials | |
ONLINE: To access your online proxy card, please visit www.voteproxy.comand follow the on-screen | ||
instructions or scan the QR code with your smartphone. You may enter your voting instructions at | ||
www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date. |
VIRTUALLY AT THE MEETING: The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit https://web.lumiconnect.com/209916247 (password: evolent2024) and be sure to have available the control number.
MAIL: You may request a card by following the instructions above.
Please note that you cannot use this notice to vote by mail.
- Election of Directors:
- Toyin Ajayi, MD
- Craig Barbarosh
- Seth Blackley
- M. Bridget Duffy, MD
- Russell Glass
- Peter Grua
- Diane Holder
- Richard Jelinek
- Kim Keck
- Cheryl Scott
- Proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
- Proposal to approve the compensation of our named executive officers for 2023 on an advisory basis.
-
Proposal to approve the selection of the frequency of future advisory votes on executive compensation on an advisory basis.
The Board of Directors unanimously recommends you vote "For" all nominees in the Election of Directors, "For" Proposals 2, and 3 and unanimously recommends you vote "1 year" on Proposal 4.
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Disclaimer
Evolent Health Inc. published this content on 26 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2024 21:30:46 UTC.