WASHINGTON, Dec. 22, 2020 /PRNewswire/ — Evolent Well being, Inc. (NYSE: EVH) (the “Corporation” or “Evolent”), a wellness care organization that delivers confirmed medical and administrative options to payers and suppliers, nowadays announced that it has entered into a Cooperation Agreement with Engaged Funds, LLC (“Engaged Funds”), pursuant to which Craig Barbarosh has been appointed to Evolent’s Board of Administrators as a Class III director.
Evolent has also agreed to type a Tactic Committee of the Board, consisting of four non-executive Board users, such as Mr. Barbarosh. The Method Committee will make tips to the Board with regard to value development initiatives, such as by means of advancements to the Company’s operations, monetary functionality (which includes charge reduction) and general small business technique and path. Mr. Barbarosh will also be appointed to the Board’s Compensation Committee and stand for re-election at the Firm’s 2021 once-a-year conference of stockholders (the “2021 Annual Assembly”).
In addition, and as previously communicated, at the 2021 Annual Conference Evolent will suggest an amendment to its Constitution and request stockholder acceptance to declassify the Board this sort of that, if handed, administrators standing for election at and subsequent to the 2021 Once-a-year Assembly will stand for election to one-12 months phrases.
Frank Williams, Government Chairman and Co-Founder of Evolent said, “We are happy to have appear to an settlement with Engaged Capital and glimpse ahead to furthering our constructive connection. We also welcome our most recent impartial director, Craig Barbarosh, and the views he will carry to the Board. The Evolent Board of Administrators is committed to most effective-in-class governance and thoughtful refreshment of our Board. With the addition of Craig, we have now additional 5 completed unbiased administrators to our Board in excess of the previous 5 years. Craig’s healthcare marketplace expertise and almost 30 decades of encounter as a proven business enterprise chief and community business board member will be highly important as we function to execute on our strategic priorities of driving worthwhile growth and maximizing very long-phrase benefit for all Evolent shareholders.”
Glenn W. Welling, the founder and Main Expenditure Officer of Engaged Cash, additional, “We are pleased that we have aligned with Evolent’s management group and Board on a sequence of company modifications that will enable Evolent emphasis on the objective of maximizing benefit for all shareholders. The improvements introduced right now, which include Craig’s appointment to the Board, the development of a Strategy Committee of the Board and the commitment to look for to declassify the Board at the approaching annual meeting are significant steps in Evolent’s evolution as a public firm. We take pleasure in the constructive romantic relationship we have created with the Business and appear forward to working with the Board as the Firm moves ahead.”
Craig A. Barbarosh has been an impartial director of Landec Company because October 2019, and Nextgen Healthcare, Inc. because 2009, where he is at present the Vice Chairman of the Board of Administrators, Chairman of the Compensation Committee and a member of the Nominating and Governance Committee. He is also an independent director of Sabra Health and fitness Care REIT, Inc., in which he is the Chair of the Audit Committee and a member of the Payment Committee. Mr. Barbarosh beforehand served as an independent director on the Board of Directors of Aratana Therapeutics, Inc., BioPharmX, Inc., and Bazaarvoice, Inc. He also served as the unbiased board observer for Payless Holdings, LLC and is the independent director for Ruby Tuesday, Inc. Mr. Barbarosh has been a lover at a massive, global regulation organization considering that June 2012. He holds his J.D. from the College of the Pacific, McGeorge College of Law and his B.A. in Business enterprise Economics from the College of California at Santa Barbara.
In addition to the foregoing Board matters, Engaged Cash has agreed to customary standstill and voting commitments in connection with the Cooperation Settlement. The total arrangement amongst the Firm and Engaged Cash will be incorporated as an exhibit to the Company’s Existing Report on Variety 8-K, which will be submitted with the U.S. Securities and Exchange Fee (the “SEC”).
PJT Partners is serving as distinctive strategic advisor and King & Spalding LLP is serving as authorized advisor to Evolent. Olshan Frome Wolosky LLP is serving as authorized advisor to Engaged Money.
Evolent Well being (NYSE: EVH) delivers tested scientific and administrative alternatives that increase complete-human being wellness whilst creating overall health treatment more simple and a lot more cost-effective. Our solutions encompass complete value of treatment management, specialty care management, and administrative simplification. Evolent serves a national base of main payers and vendors, is the initial corporation to receive the Nationwide Committee for Good quality Assurance’s Population Wellness System Accreditation, and is constantly identified as a best area to function in wellness care nationally. Discover additional about how Evolent is shifting the way well being treatment is shipped by traveling to evolenthealth.com.
Engaged Cash, LLC (“Engaged Money”) was proven in 2012 by a team of experts with important practical experience in activist investing in North America and was seeded by Grosvenor Money Management, L.P., 1 of the oldest and biggest world wide choice investment professionals. Engaged Capital is a minimal legal responsibility business owned by its principals and fashioned to make extended-time period shareholder benefit by bringing an owner’s viewpoint to the managements and boards of undervalued public companies. Engaged Funds manages close to $1.3B of property and its initiatives and assets are dedicated to a single investment decision design and style, “Constructive Activism” with a concentrate on providing exceptional, lengthy-term, chance-altered returns for buyers. Engaged Funds is based in Newport Beach, California.
Forward-Hunting Statements – Cautionary Language
This press launch includes selected ahead-wanting statements within the that means of the Private Securities Litigation Reform Act of 1995, as amended (the “PSLRA”). The Organization statements the safety afforded by the protected harbor for ahead-on the lookout statements offered by the PSLRA. Real gatherings or results may perhaps vary materially from individuals contained in these forward-on the lookout statements. In addition, you should refer to the periodic reviews that the Enterprise has filed with the SEC, including its Annual Report on Variety 10-K, Quarterly Reports on Variety 10-Q and Present Studies on Sort 8-K and the risk things observed therein. Such periodic filings by the Business establish and address other essential variables that could cause upcoming events or effects to vary from the ahead-wanting statements established forth in this press release. In addition, the Firm disclaims any obligation to update any forward-hunting statements contained herein to replicate situations or instances that happen following the day hereof.
Engaged Funds Media Contact: Gagnier Communications Dan Gagnier 646.569.5897 [email protected]
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