Health Catalyst Investors Approve Directors, Pay; Board Declassification Fails

Key Points

• Health Catalyst stockholders approved three of four proposals at the 2026 annual meeting, including the election of two directors, ratification of Ernst & Young as auditor, and an advisory vote on executive pay.
• The only proposal that failed was the move to declassify the board; it did not receive the required 66.67% approval needed to pass.
• Justin Spencer and Mathew Arens were elected as Class I directors to serve until the 2029 annual meeting, and the meeting established a quorum with 54,417,854 shares represented.

Health Catalyst NASDAQ: HCAT stockholders approved three of four proposals presented at the company’s 2026 annual meeting, including the election of two directors, ratification of the company’s auditor and an advisory vote on executive compensation. A proposal to phase out the company’s classified board structure did not receive the required level of support.

The virtual meeting was held July 16, 2026, and chaired by Ben Landry, Health Catalyst’s general counsel. Landry said the meeting was conducted as an audio webcast in accordance with the company’s bylaws and Delaware law. Stockholders of record as of the close of business on May 22, 2026, were entitled to vote.

Janice W. Castillo, acting as inspector of election, reported that 54,417,854 shares were represented in person or by proxy out of 73,894,020 shares entitled to vote, establishing a quorum.

Directors elected to Class I seats

Stockholders elected Justin Spencer and Mathew Arens as Class I directors. Landry said the nominees were selected by the board to serve until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified, subject to earlier resignation or removal.

Castillo reported that the two nominees received the plurality of votes properly cast, the threshold required for election. Landry also noted that the company had not received any advance notice from stockholders intending to nominate alternative director candidates, and he declared nominations closed.

Auditor ratification and executive pay approved

Stockholders ratified the appointment of Ernst & Young LLP as Health Catalyst’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2026. Ernst & Young was represented at the meeting by Noah Van Cott.

Landry said shareholder ratification of the auditor appointment was not required by the company’s bylaws or otherwise, but the board submitted the matter for a vote “as a matter of good corporate governance.” He said that if stockholders had not approved the selection, the audit committee would have reconsidered whether to retain Ernst & Young. He also said the audit committee may appoint a different auditor during the year if it determines a change would be in the best interests of stockholders.

Stockholders also approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers as disclosed in the proxy statement. Landry said the board would consider the outcome of the vote when determining compensation for named executive officers.

Board declassification proposal fails

The only proposal that failed was a measure to restate Health Catalyst’s amended and restated certificate of incorporation to phase out the classified board structure. The proposal would have provided that all directors elected on or after the 2029 annual meeting be elected annually.

Landry said approval of the proposal required the affirmative vote of 66.67% of votes properly cast. Castillo reported that less than 66.67% of the votes properly cast were voted in favor of the proposal. Landry then declared that the proposal had not been approved by stockholders.

No stockholder questions submitted

Landry said stockholders could submit questions related to the proposals during the formal portion of the meeting and general questions about the company after adjournment of the formal proceedings. No questions were submitted during the meeting.

Landry said the final voting results, including any ballots and proxies recorded during the meeting, would be included in the inspector of election’s report, entered into the meeting minutes and disclosed in Health Catalyst’s filings with the Securities and Exchange Commission.

About Health Catalyst (NASDAQ:HCAT)

Health Catalyst NASDAQ: HCAT is a healthcare data and analytics technology company founded in 2008 and headquartered in Salt Lake City, Utah. The company went public in 2019 and has since focused on delivering a unified data platform that helps healthcare organizations aggregate and analyze clinical, financial and operational information.

The core of Health Catalyst's offering is the Data Operating System (DOS), a modular data management platform that integrates disparate data sources—from electronic health records to claims and patient-generated data—into a single analytics environment.

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