Health Catalyst, Inc Common Stock FY 2026 Earnings Call

Afternoon, everyone. My name is Ben Landry, General Counsel of Health Catalyst Inc., and I will be presiding as chairperson of the meeting today. The meeting is now called to order. I've asked Ben Hong, Director of SEC Reporting and Financial Accounting, to record the minutes. It is a pleasure to welcome our stockholders and visitors to the annual meeting of Health Catalyst Inc. We are conducting this meeting entirely as an audio webcast. This meeting is being held in accordance with the corporation's bylaws and Delaware law. In our meeting today, we will review the matters described in our notice and proxy statement, a copy of which was mailed on or about June 3rd, 2026, to all of our stockholders of record as of the close of business on May 22nd, 2026.

After that, voting will be completed, the preliminary results will be announced, and the formal meeting will be adjourned. If you have a 16-digit voter control number issued by Broadridge and wish to vote during this meeting, you may do so by clicking the voting link in the bottom right panel of your screen. A digital copy of the proxy statement is also available for your review. You may access that document by clicking on the link labeled Materials. Meeting participants can enter questions online at any point during the webcast. In advance of the voting, you may ask questions if you logged into the virtual meeting using your 16-digit voter control number. Please click the Q&A link located on the bottom right panel of your screen, and a dialog box will open for you to submit a question. We will only address questions related to the proposals.

Please hold any general questions you may have concerning the corporation's operations until adjournment of the formal proceedings. Before proceeding to the formal business, I would like to introduce the directors and officers of the corporation who are with us today. Our directors present are Ben Albert, Mathew Arens, Dr. Jill Hoggard Green, and Justin Spencer. Our officers present are Ben Albert, our Chief Executive Officer, Jason Alger, our Chief Financial Officer, and myself, Ben Landry, our General Counsel. Thank you. Our independent auditor, the firm of Ernst & Young LLP, is represented at this meeting by Noah Van Cott. Now, let's proceed to the formal business of the meeting. Stockholders of record as of the close of business on May 22nd, 2026, are entitled to vote at this meeting.

A record of stockholders as of that date is on file at the principal place of business of the corporation and has been available for inspection by any stockholder for the 10 days immediately prior to the date of this meeting during normal business hours. Please note, no one attending the meeting via the webcast or over the telephone is permitted to use any audio recording device. Thank you in advance for your cooperation. The board of directors has appointed Janice W. Castillo to act as Inspector of Elections for this annual meeting, and she will tabulate results of the voting. The Inspector of Election has signed the oath of her office, which will be filed with the minutes of this meeting. Ms. Castillo, do we have a quorum present?

Mr. Chairman, of the 73,894,020 shares of common stock entitled to vote at the meeting, 54,417,854 shares are represented either in person or by proxy, and therefore, a quorum is present.

Thank you. I declare that a quorum is present. We may now proceed to transact the business for which this meeting has been called. Let me briefly describe the voting procedures. We will vote by proxy submitted prior to the meeting and by online ballot. If you have previously turned in your proxy and you do not intend to change your vote, it is not necessary that you complete an online ballot. Your vote will be counted. It is now 3:09 Eastern Time on July 16th, 2026, and the polls for each matter to be voted on at this annual meeting are now open and will remain open during the discussion of the proposals and the question and answer period. You may vote online during this meeting while the polls are open. Our first item of business is the election of two Class I directors.

At this meeting, we will be voting on two nominees for Class I directors, as nominated by the board of directors to hold office until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified, subject to their earlier resignation or removal, all as set forth in the proxy statement. Justin Spencer and Mathew Arens are the nominees to serve as Class I directors. The two nominees receiving the plurality of votes properly cast will be elected as Class I directors. The corporation's bylaws require that a stockholder provide advance notice to the corporation of a stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nomination for directors closed.

The second item of business is the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the corporation for its fiscal year ending December 31, 2026, as set forth in the proxy statement Shareholder ratification is not required by the corporation's bylaws or otherwise. However, the board of directors is submitting this proposal to the stockholders for ratification as a matter of good corporate governance. A majority of the votes properly cast for and against the proposal is required in order to ratify the appointment of Ernst & Young LLP. If the stockholders do not approve the selection of Ernst & Young LLP as the corporation's independent registered public accounting firm, the audit committee of our board of directors will reconsider whether or not to retain Ernst & Young LLP.

Even if the appointment is ratified, the audit committee of our board of directors may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such change would be in the best interest of the stockholders. The third item of business is the approval on an advisory, non-binding basis of the compensation of our named executive officers as disclosed in the proxy statement. A majority of the votes properly cast for and against the proposal is required in order to approve on an advisory, non-binding basis the compensation of our named executive officers. Our board of directors will consider the outcome of the vote when determining the compensation of our named executive officers.

The fourth item of business is the approval of the restatement of our amended and restated certificate of incorporation to phase out the classified board structure and provide that all directors elected on or after the 2029 annual meeting of stockholders be elected on an annual basis as disclosed in the proxy statement. An affirmative vote of 66 2/3% properly cast for the proposal is required in order to approve the restatement of our amended and restated certificate of incorporation to phase out the classified board structure. Anyone who is voting by online ballot should click the voting link located on the bottom right of your screen and enter their 16-digit voter control number to vote. A reminder, please enter any questions about the proposals or voting procedures online, and if appropriate, we will read them aloud. There are no questions at this time.

There are no questions, we will pause for a few moments to allow any final voting. You may submit your online ballot now in order for them to be counted. The Inspector of Elections will not accept ballots, proxies, or votes, or any changes or revocations submitted after the closing of the polls. A reminder, if you have already sent in your signed proxy or submitted your vote at this meeting, there is no need for you to cast a ballot now unless you wish to change the vote that you put on the proxy. It is now 3:14 P.M. Eastern Time on July 16th, 2026, and the polls for each matter to be voted on at this meeting are now closed. No additional ballots, proxies, or votes, and no changes or revocations will be accepted. Inspector of Election, please report on the results of the voting.

With regard to proposal one, the two nominees received the plurality of the votes properly cast. With regard to proposal two, a majority of the votes properly cast have been voted in favor of the ratification of Ernst & Young LLP as the corporation's independent registered public accounting firm for the fiscal year ending December 31st, 2026. With regard to proposal three, a majority of the votes properly cast have been voted to approve on an advisory, non-binding basis the compensation of the corporation's named executive officers as disclosed in the proxy statement.

With regard to proposal four, less than 66 2/3% of the votes properly cast have been voted to approve the restatement of the company's amended and restated certificate of incorporation to phase out the classified board structure and provide that all board directors elected on or after the 2029 annual meeting of stockholders be elected on an annual basis as disclosed in the proxy statement.

Thank you, Ms. Castillo. I declare that proposals one, two, and three presented at the meeting have been ratified or approved by the stockholders, and proposal four has not been approved by the stockholders. Holding shares properly cast of at least 66 2/3 of outstanding shares. The final results of voting, including any ballots and proxies recorded during this meeting, will be set forth in the report of the Inspector of Election and will be included in the minutes of the meeting. The final results will also be included in our reports filed with the SEC. There being no other matters for consideration at this meeting, I hereby adjourn the portion of the meeting. We will now open up the meeting for any questions about the company. There being no questions submitted, the meeting is now hereby adjourned. Thank you. This concludes today's annual meeting.