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Item 5.02 | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Amendment to the Amended and Restated 2014 Equity Incentive Plan
On June 15, 2022, at the 2022 annual meeting of stockholders (the "Annual Meeting") of eHealth, Inc. (the "Company"), the stockholders of the Company approved an amendment to the Company's Amended and Restated 2014 Equity Incentive Plan to increase the maximum number of shares that may be issued by 3,000,000 shares. A summary description of the Amended and Restated 2014 Equity Incentive Plan is set forth in the Company's definitive proxy statement filed with the U .S. Securities and Exchange Commission on May 2, 2022 (the "Proxy Statement") and is qualified in its entirety by reference to the full text of the Amended and Restated 2014 Equity Incentive Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K.
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Item 5.07 | | Submission of Matters to a Vote of Security Holders. |
The Company held the Annual Meeting on June 15, 2022. A total of 22,194,880 shares of common stock and 2,250,000 shares of Series A preferred stock were represented at the Annual Meeting. Each holder of our common stock was entitled to one vote for each share of common stock held by the holder as of the close of business on April 19, 2022, and the holder of 2,250,000 shares of our Series A preferred stock was entitled to 3,404,036 votes. An aggregate of 25,598,916 votes were represented at the Annual Meeting, or 84.65% of the total voting power of the shares of our capital stock entitled to vote.
Summarized below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting:
Proposal 1 – Election of Directors. Our stockholders voted to elect three Class I directors (A. John Hass, Francis S. Soistman and Aaron C. Tolson) to serve for terms of three years and until their respective successors are duly elected and qualified, subject to earlier resignation or removal, with voting results as follows:
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Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
A. John Hass | | 19,720,558 | | 2,916,373 | | 2,961,985 |
Francis S. Soistman | | 22,318,114 | | 318,817 | | 2,961,985 |
Aaron C. Tolson | | 22,199,616 | | 437,315 | | 2,961,985 |
Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm. Our stockholders voted to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022, with voting results as follows:
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Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
25,200,561 | | 295,213 | | 103,142 | | — |
Proposal 3 – A Vote to Approve, on an Advisory Basis, the Compensation of our Named Executive Officers. Our stockholders approved the compensation of our chief executive officer and our other Named Executive Officers named in the proxy statement for the Annual Meeting, with voting results as follows:
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Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
17,104,867 | | 4,713,929 | | 818,135 | | 2,961,985 |
Proposal 4 – A Vote to Approve an Amendment to our Amended and Restated 2014 Equity Incentive Plan. Our stockholders voted to approve the proposed amendment to our Amended and Restated 2014 Equity Incentive Plan to increase the maximum number of shares that may be issued by 3,000,000 shares, with voting results as follows:
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Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
16,178,333 | | 6,355,191 | | 103,407 | | 2,961,985 |