Exhibit 99.1
Evolent Health Announces Cooperation Agreement With Engaged Capital
Appoints New Independent Director Craig Barbarosh to the Board
Board to Form a Strategy Committee Focused on Value Creation Initiatives
Company to Seek Stockholder Approval to Declassify Board at 2021 Annual Meeting
WASHINGTON, D.C., December 22, 2020 – 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
