agilon health, inc 8-K, filed Jul 12, 2021
agilon health, inc. (AGL)
About this 8-K
agilon health, inc filed this 8-K on July 12, 2021, reporting on events of July 9, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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.
Director Compensation
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.
(d) Exhibits.
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99.1 |
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104 |
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Cover Page to this Current Report on Form 8-K in Inline XBRL. |
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 thereunto duly authorized.
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agilon health, inc. |
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/s/ Timothy Bensley |
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Timothy Bensley |
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Chief Financial Officer |
Date: July 12, 2021
agilon health Names Karen McLoughlin to its Board of Directors
LONG BEACH, Calif. – July 12, 2021 – agilon health, inc. (NYSE: AGL), the company transforming health care for seniors by empowering primary-care physicians to focus on the entire health of their patients, has named Karen McLoughlin to its board of directors. McLoughlin is the former chief financial officer of Cognizant Technology Solutions, a Fortune 200 company and leading provider of information technology, business process and consulting services.
During her 17 years at Cognizant, McLoughlin helped lead financial operations and transformation initiatives as the company grew from approximately $365 million in revenue to almost $17 billion in revenue. McLoughlin served as CFO from 2012 to 2020 and oversaw the company’s global finance and accounting functions including controllership, financial planning and analysis, internal audit, investor relations, tax and treasury functions as well as corporate development, real estate, procurement and risk management.
“Karen’s deep expertise across financial operations, digital transformation and strategy will be an invaluable resource to agilon health,” said Ron Williams, board chairman. “We are delighted to welcome Karen to agilon’s board.”
Prior to Cognizant, McLoughlin spent more than 9 years in various financial leadership roles, with Spherion (SFN Corp. which was acquired by Randstad in 2011) and Ryder System, Inc. Prior to joining Ryder, she spent six years in the South Florida practice of Price Waterhouse (now PricewaterhouseCoopers). She currently serves on the board of directors of Best Buy. McLoughlin is a graduate of Wellesley College and holds an MBA from Columbia University.
“I’m confident Karen will play a key role in helping us scale, enhance our platform, and achieve our mission of being the trusted, long-term partner of community-based physicians,” said Steve Sell, agilon health’s chief executive officer and director.
About agilon health
agilon health is transforming health care for seniors by empowering primary-care physicians to focus on the entire health of their patients. Through our partnerships and our platform, agilon is leading the nation in creating the system we need – one built on the value of care, not the volume of fees. We honor the independence of local physicians and serve as their partners so they can be the doctors they trained to be. agilon provides the capital, data, payor relationships, executive experience and contract support that allow physician groups to take on the risk of total care for their most vulnerable patients. The result: healthier communities, and doctors who can devote the right amount of time with the patients who need it most. With rapidly growing appeal, agilon is scaled to grow and is here to help our nation’s best independent physician groups have a sustained, thriving future. Together, we are reinventing primary care.
Contacts
Investor Contact
Matthew Gillmor
VP of Investor Relations
investor.relations@agilonhealth.com
Source: agilon health
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