Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

FORM 8-K

_________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

July 26, 2023

Date of Report (Date of earliest event reported)

Evolent Health, Inc.

(Exact name of registrant as specified in its charter)

_________________________


Delaware		001-37415						32-0454912
(State or other jurisdiction of incorporation or organization)		Commission File Number:						(I.R.S. Employer Identification No.)

800 N. Glebe Road	,	Suite 500	,	Arlington	,	Virginia	,	22203
(Address of principal executive offices)(zip code)

(571) 389-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock of Evolent Health, Inc., par value $0.01 per share

EVH

New York Stock Exchange

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 26, 2023, the Board of Directors (the “Board”) of Evolent Health, Inc, (the “Company”) appointed Dr. Toyin Ajayi to the Board with a term expiring at the Company’s 2024 annual meeting of stockholders.

The Board has determined that Dr. Ajayi is an independent director in accordance with applicable New York Stock Exchange and Securities and Exchange Commission (“SEC”) rules and regulations. There is no arrangement or understanding between Dr. Ajayi and any other person pursuant to which Dr. Ajayi was appointed, and there are no related party transactions with regard to Dr. Ajayi (or any of her immediate family members) that are reportable under Item 404(a) of Regulation S-K.

Dr. Ajayi will be eligible to participate in the compensation arrangements and programs that are established for the Company’s non-employee directors as described in the Company’s definitive proxy statement filed with the SEC on April 28, 2023. The Company entered into its standard form of indemnification agreement with Dr. Ajayi, a form of which is filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Item 7.01 Regulation FD Disclosure.

On July 26, 2023, the Company issued a press release announcing Dr. Ajayi’s appointment to the Board. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information, including Exhibit 99.1 hereto, furnished under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934 (the “Exchange Act”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.


Exhibit No.						Description
99.1						Press Release of Evolent Health, Inc., dated July 26, 2023.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

SIGNATURE

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.

Date: July 26, 2023

/s/ Jonathan D. Weinberg

Jonathan D. Weinberg

General Counsel and Secretary

Evolent welcomes Toyin Ajayi to its Board of Directors

Dr. Ajayi becomes the ninth independent board member; adds exceptional, relevant expertise as a CEO, physician, entrepreneur and advocate for improving health care quality and cost for underserved populations.

WASHINGTON, (July 26, 2023) – Evolent Health Inc. (NYSE: EVH), a health care company that delivers proven value-based specialty care solutions to payers and providers, announced today that its Board of Directors has appointed Toyin Ajayi, M.D., as a new director, effective immediately.

"We're delighted to welcome Toyin to the Evolent board," said Evolent Chair of the Board Cheryl Scott. "Dr. Ajayi represents the best of the dynamic next generation of American health care leadership. Her impeccable credentials as a clinician caring for patients with complex needs and her role as a CEO of a company focused on underserved Medicaid populations make her an excellent fit with Evolent’s mission."

Dr. Ajayi is the co-founder and chief executive officer of Cityblock, a New York-based healthcare company focused on enabling a path to healthier communities through a digitally enabled, integrated primary care, behavioral health and social service delivery model for Medicaid and dually eligible populations with complex needs.

Prior to Cityblock, Dr. Ajayi served as chief medical officer of Commonwealth Care Alliance, a nationally renowned integrated health plan and care delivery system for more than 20,000 individuals dually eligible for Medicare and Medicaid across Massachusetts. She has published and spoken extensively about her work in caring for populations with complex needs, including at TEDMED, National Committee for Quality Assurance and HLTH, and in journals such as The New England Journal of Medicine and the Journal of the American Medical Association. Dr. Ajayi holds a Bachelor of Arts degree from Stanford University, a Doctor of Medicine from King’s College London and a master’s degree from University of Cambridge.

"Toyin brings to the Evolent board an empathetic, clinical voice and exceptional experience as a health care entrepreneur dedicated to improving cost and quality for underserved populations. We are thrilled to welcome Toyin as a director " said Seth Blackley, co-founder and CEO of Evolent.

“Evolent is well known for its excellent reputation and differentiated strategy helping ensure higher quality and lower cost care among all populations, including our most vulnerable," said Dr. Ajayi. "Joining the board at this exciting time in Evolent’s evolution provides a special opportunity to share my passion and perspective to support and further accelerate Evolent’s mission to change the health of the nation by changing the way health care is delivered.”

To learn more about the Evolent Board of Directors, visit

https://www.evolenthealth.com/about-us/leadership-team.

About Evolent Evolent (NYSE: EVH) specializes in better health outcomes for people with complex conditions through proven solutions that make health care simpler and more affordable. Evolent serves a national base of leading payers and providers and is consistently recognized as a top place to work in health care nationally. Learn more about how Evolent is changing the way health care is delivered by visiting evolent.com.

Contacts:

Investor Relations

Seth R. Frank

Vice President, Investor Relations

Evolent

sfrank@evolenthealth.com

Media Relations

Jamie Manfuso

Director, Content Marketing

Evolent

media@evolent.com

Cover	Jul. 26, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 26, 2023
Entity Registrant Name	Evolent Health, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37415
Entity Tax Identification Number	32-0454912
Entity Address, Address Line One	800 N. Glebe Road
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Arlington
Entity Address, State or Province	VA
City Area Code	571
Local Phone Number	389-6000
Entity Address, Postal Zip Code	22203
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock of Evolent Health, Inc., par value $0.01 per share
Trading Symbol	EVH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001628908