{"url_path":"/sec/agl/proxy/2026-04-27/000162828026027515","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1831097/0001628280-26-027515-index.html","accession_number":"0001628280-26-027515","cik":"0001831097","ticker":"AGL","issuer_name":"agilon health, inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1831097/0001628280-26-027515-index.html","primary_entity_key":"0001831097","primary_entity_name":"agilon health, inc."},"word_count":1358,"has_tables":true,"body_markdown":"DEFA14A\n1\nagl-proxystatement42726.htm\nDEFA14A\n\nAGL - Proxy Statement 4.27.26\n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\nSCHEDULE 14A\n\nPROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE\n\nSECURITIES EXCHANGE ACT OF 1934\n\n(Amendment No. )\n\nFiled by the Registrant\n\n☒\n\nFiled by a Party other than the Registrant\n\n☐\n\nCheck the appropriate box:\n\n☐\n\nPreliminary Proxy Statement\n\n☐\n\nConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))\n\n☐\n\nDefinitive Proxy Statement\n\n☒\n\nDefinitive Additional Materials\n\n☐\n\nSoliciting Material Pursuant to § 240.14a-12\n\nagilon health, inc.\n\n(Name of Registrant as Specified in its Charter)\n\nN/A\n\n(Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant)\n\nPayment of Filing Fee (Check the appropriate box):\n\n☒\n\nNo fee required\n\n☐\n\nFee paid previously with preliminary materials.\n\n☐\n\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11\n\n1\n\nAGILON HEALTH, INC.\n\nSupplement to Proxy Statement\n\n \n\nFor Annual Meeting of Stockholders\n\n \n\nTo Be Held on June 2, 2026\n\nEXPLANATORY NOTE\n\nThis proxy statement supplement, dated April 27, 2026 (the “Supplement”), has been filed solely to clarify the\n\ndisclosures set forth in the Company’s definitive proxy statement (the “Proxy Statement”), as filed with the U.S.\n\nSecurities and Exchange Commission on April  22, 2026, under the headings “The Board of Directors” and\n\n“Executive Officers” (the “Supplemental Disclosure”). Following the filing of the Proxy Statement, the Board of\n\nDirectors of the Company (the “Board”) appointed Tim O’Rourke as Chief Executive Officer and President and as a\n\nClass III Director.\n\nThe Supplemental Disclosure does not change the proposals to be acted on at the Annual Meeting or the\n\nrecommendation of the Board with respect to any proposals. Except as specifically supplemented by the information\n\ncontained in the Supplemental Disclosure, all information set forth in the Proxy Statement continues to apply and\n\nshould be considered in voting your shares. Capitalized terms used in this Supplement and not otherwise defined\n\nherein have the meaning given to them in the Proxy Statement.\n\nTHIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.\n\nEXCEPT AS SPECIFICALLY SUPPLEMENTED BY THE INFORMATION CONTAINED HEREIN, THIS\n\nSUPPLEMENT DOES NOT MODIFY ANY OTHER INFORMATION SET FORTH IN THE PROXY\n\nSTATEMENT.\n\nAppointment of Tim O’Rourke as Chief Executive Officer, President and Director\n\nOn April 24, 2026, the Company entered into an Employment Agreement (the “Employment Agreement”) with Tim\n\nO’Rourke, pursuant to which Mr. O’Rourke will serve as the Company’s Chief Executive Officer and President,\n\nreporting to the Board. Mr. O’Rourke is expected to commence employment with the Company on May 7, 2026 (the\n\n“Commencement Date”).  Effective as of the Commencement Date, the Board has also appointed Mr. O’Rourke to\n\nthe Board as a Class III Director.\n\nFrom May 2021 to June 2025, Mr. O’Rourke, age 54, served as President of Help at Home, LLC, a home care\n\nagency providing alternatives to living in a nursing home or long-term care facility. Prior to his time at Help at\n\nHome, LLC, Mr. O’Rourke served as Managing Director of Marketplace for Centene Corporation from 2019 to\n\n2020 and Chief Executive Officer of Ascension Complete LLC, a joint venture between Centene Corporation and\n\nAscension Health, from November 2020 to May 2021. From 1996 to 2019, Mr. O’Rourke held several positions at\n\nHumana, Inc., including Senior Vice President of the Central Division and President of Provider Development.  Mr.\n\nO’Rourke received a B.S. in Public Health, Health Administration from Northern Illinois University.\n\nAs Chief Executive Officer and President, Mr. O’Rourke will be paid a base salary of $850,000 and will be eligible\n\nfor an annual bonus opportunity equal to 100% of his base salary at target levels of performance.  Mr. O’Rourke will\n\nalso be paid a one-time cash signing bonus of $500,000, subject to repayment if he voluntarily resigns without good\n\nreason or is terminated with cause prior to the first anniversary of the Commencement Date. \n\nAs of the Commencement Date, the Company will grant to Mr. O’Rourke 120,000 time‑vesting restricted stock units\n\ncovering shares of Company common stock (“RSUs”) vesting in equal installments over three years of continued\n\nemployment with the Company; and 200,000 performance‑vesting restricted stock units (“PSUs”) covering shares of\n\nCompany common stock, vesting in three equal tranches based on the achievement of specified stock price targets\n\nduring a three-year performance period following the Commencement Date.  Specifically, one-third of the PSUs will\n\nvest if the weighted average price of the Company’s common stock over 30 consecutive trading days is equal to or\n\ngreater than $50; an additional one-third of the PSUs will vest if the weighted average price of the Company’s\n\ncommon stock over 30 consecutive trading days is equal to or greater than $100; and the remaining one-third of the\n\nPSUs will vest if the weighted average price of the Company’s common stock over 30 consecutive trading days is\n\nequal to or greater than $150. The PSUs also require Mr. O’Rourke to remain continuously employed during the\n\nentire three-year performance period.  The RSU award agreement and PSU award agreement include customary\n\nrestrictive covenants in favor of the Company.\n\n2\n\nIf the Company terminates Mr. O’Rourke’s employment without cause or if Mr. O’Rourke resigns for good reason,\n\neach as customarily defined, Mr. O’Rourke will be entitled to cash severance pay equal to 18 months of base salary\n\nplus an amount equal to his target annual bonus opportunity, payable in substantially equal installments over 18\n\nmonths following termination; and 18 months of continued medical coverage at active-employee rates. If the\n\ntermination occurs after a change in control of the Company, the severance would be paid in a lump sum if a lump\n\nsum payment can be made without triggering penalty taxes under Section 409A of the Internal Revenue Code, and\n\nMr. O’Rourke would also be entitled to be paid a pro rata bonus at target levels for the year in which the termination\n\noccurs.  In addition, with respect to the RSUs and PSUs, and notwithstanding the vesting schedule described above,\n\non such a termination, (1) any RSUs scheduled to vest in the 12 months following the termination date would vest,\n\n(2) any PSUs as to which the stock price targets have been met prior to the date of termination would vest and (3)\n\nany PSUs as to which the stock price targets have been met during the six months following the date of termination\n\nwould vest.  Payment of severance and the accelerated vesting described above are conditioned on Mr. O’Rourke’s\n\nexecution and non‑revocation of a customary release of claims. \n\nThere is no arrangement or understanding with any person pursuant to which Mr. O’Rourke is being appointed as\n\nChief Executive Officer and President and as a director. There are no family relationships between Mr. O’Rourke\n\nand any director or executive officer of the Company, and he is not a party to any transaction requiring disclosure\n\nunder Item 404(a) of Regulation S-K. We believe Mr. O’Rourke is a valuable member of our Board because of his\n\nexperience in the healthcare industry together with his role as the Company's Chief Executive Officer and President.\n\nVoting Matters\n\nAs described above, Mr. O’Rourke will be appointed as a Class III Director of the Board, effective May 7, 2026,\n\nwith a term of office expiring at the Company’s annual meeting of stockholders to be held in 2027. Accordingly,\n\nthere is no change to Proposal 1: Election of Directors, included in the Proxy Statement as you are not being\n\nasked to vote on or ratify the appointment of Mr. O’Rourke at the Annual Meeting.\n\nPlease note that any proxy or voting instructions you have submitted for the Annual Meeting is still valid and will be\n\nused to vote your shares at the Annual Meeting. If you have already submitted your vote, you do not need to take\n\nany further action unless you intend to change or revoke your previous proxy or voting instructions. Information on\n\nhow to vote your shares and how to change your vote or revoke your proxy or voting instructions is contained in the\n\nProxy Statement. The Company urges stockholders to vote their shares prior to the Annual Meeting by using one of\n\nthe methods described in the Proxy Statement."}