WASHINGTON, Dec. 22, 2020 /PRNewswire/ -- Evolent
Health, Inc. (NYSE: EVH) (the "Company" or "Evolent"), a health
care company that delivers proven clinical and administrative
solutions to payers and providers, today announced that it has
entered into a Cooperation Agreement with Engaged Capital, LLC
("Engaged Capital"), pursuant to which Craig Barbarosh has been appointed to Evolent's
Board of Directors as a Class III director.
Evolent has also agreed to form a Strategy Committee of the
Board, consisting of four non-executive Board members, including
Mr. Barbarosh. The Strategy Committee will make
recommendations to the Board with respect to value creation
initiatives, including through improvements to the Company's
operations, financial performance (including cost reduction) and
overall business strategy and direction. Mr. Barbarosh will
also be appointed to the Board's Compensation Committee and stand
for re-election at the Company's 2021 annual meeting of
stockholders (the "2021 Annual Meeting").
In addition, and as previously communicated, at the 2021 Annual
Meeting Evolent will propose an amendment to its Charter and seek
stockholder approval to declassify the Board such that, if passed,
directors standing for election at and subsequent to the 2021
Annual Meeting will stand for election to one-year terms.
Frank Williams, Executive
Chairman and Co-Founder of Evolent said, "We are pleased to have
come to an agreement with Engaged Capital and look forward to
furthering our constructive relationship. We also welcome our
newest independent director, Craig
Barbarosh, and the perspectives he will bring to the
Board. The Evolent Board of Directors is committed to
best-in-class governance and thoughtful refreshment of our Board.
With the addition of Craig, we have now added five accomplished
independent directors to our Board over the past five years.
Craig's healthcare industry knowledge and nearly 30 years of
experience as a proven business leader and public company board
member will be highly valuable as we work to execute on our
strategic priorities of driving profitable growth and maximizing
long-term value for all Evolent shareholders."
Glenn W. Welling, the founder and
Chief Investment Officer of Engaged Capital, added, "We are pleased
that we have aligned with Evolent's management team and Board on a
series of corporate changes that will help Evolent focus on the
goal of maximizing value for all shareholders. The changes
announced today, including Craig's appointment to the Board, the
formation of a Strategy Committee of the Board and the commitment
to seek to declassify the Board at the upcoming annual meeting are
important steps in Evolent's evolution as a public company. We
appreciate the constructive relationship we have developed with the
Company and look forward to working with the Board as the Company
moves forward."
Craig A. Barbarosh has been an
independent director of Landec Corporation since October 2019, and Nextgen Healthcare, Inc. since
2009, where he is currently the Vice Chairman of the Board of
Directors, Chairman of the Compensation Committee and a member of
the Nominating and Governance Committee. He is also an
independent director of Sabra Health Care REIT, Inc., where he is
the Chair of the Audit Committee and a member of the Compensation
Committee. Mr. Barbarosh previously served as an independent
director on the Board of Directors of Aratana Therapeutics, Inc.,
BioPharmX, Inc., and Bazaarvoice, Inc. He also served as the
independent board observer for Payless Holdings, LLC and is the
independent director for Ruby Tuesday, Inc. Mr. Barbarosh has
been a partner at a large, international law firm since June
2012. He holds his J.D. from the University of the Pacific, McGeorge School of Law and his B.A. in Business
Economics from the University of California at
Santa Barbara.
In addition to the foregoing Board matters, Engaged Capital has
agreed to customary standstill and voting commitments in connection
with the Cooperation Agreement. The complete agreement between the
Company and Engaged Capital will be included as an exhibit to the
Company's Current Report on Form 8-K, which will be filed with the
U.S. Securities and Exchange Commission (the "SEC").
PJT Partners is serving as exclusive strategic advisor and King
& Spalding LLP is serving as legal advisor to Evolent. Olshan
Frome Wolosky LLP is serving as legal advisor to Engaged
Capital.
About Evolent Health
Evolent Health (NYSE: EVH) delivers proven clinical and
administrative solutions that improve whole-person health while
making health care simpler and more affordable. Our solutions
encompass total cost of care management, specialty care management,
and administrative simplification. Evolent serves a national base
of leading payers and providers, is the first company to receive
the National Committee for Quality Assurance's Population Health
Program Accreditation, 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 evolenthealth.com.
About Engaged Capital
Engaged Capital, LLC ("Engaged Capital") was established in 2012
by a group of professionals with significant experience in activist
investing in North America and was
seeded by Grosvenor Capital Management, L.P., one of the oldest and
largest global alternative investment managers. Engaged Capital is
a limited liability company owned by its principals and formed to
create long-term shareholder value by bringing an owner's
perspective to the managements and boards of undervalued public
companies. Engaged Capital manages approximately $1.3B of assets and its efforts and resources are
dedicated to a single investment style, "Constructive Activism"
with a focus on delivering superior, long-term, risk-adjusted
returns for investors. Engaged Capital is based in Newport Beach, California.
Forward-Looking Statements – Cautionary Language
This press release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, as amended (the "PSLRA"). The Company claims the
protection afforded by the safe harbor for forward-looking
statements provided by the PSLRA. Actual events or results
may differ materially from those contained in these forward-looking
statements. In addition, please refer to the periodic reports
that the Company has filed with the SEC, including its Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K and the risk factors noted therein. Such
periodic filings by the Company identify and address other
important factors that could cause future events or results to vary
from the forward-looking statements set forth in this press
release. In addition, the Company disclaims any obligation to
update any forward-looking statements contained herein to reflect
events or circumstances that occur after the date hereof.
Evolent Contacts:
Chelsea Griffin
Investor Relations
919.817.8045
cgriffin@evolenthealth.com
Dan Paladino
Media Relations
571.306.3470
dpaladino@evolenthealth.com
Engaged Capital Media Contact:
Gagnier Communications
Dan Gagnier
646.569.5897
dg@gagnierfc.com
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SOURCE Evolent Health