Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 12, 2024

_________________________

GoHealth, Inc.

(Exact name of registrant as specified in its charter)

_________________________

Delaware			001-39390			85-0563805
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

222 W Merchandise Mart Plaza, Suite 1750									60654
Chicago,			Illinois
(Address of principal executive offices)									(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value per share

GOCO

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 12, 2024, GoHealth, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which was described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 26, 2024.

Proposal 1 — Election of three Class I directors for a term of office expiring on the date of the annual meeting of stockholders to be held in 2027 and until their respective successors have been duly elected and qualified.

			Votes FOR			Votes WITHHELD			Broker Non-Votes
Alexander Timm			17,574,675			399,944			3,388,687
David Fisher			17,334,868			639,751			3,388,687
Vijay Kotte			17,823,710			150,909			3,388,687

Proposal 2 — Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

Votes FOR			Votes AGAINST			Votes ABSTAINED			Broker Non-Votes
21,315,297			30,800			17,209			0

Proposal 3 — Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

Votes FOR			Votes AGAINST			Votes ABSTAINED			Broker Non-Votes
17,612,402			359,087			3,130			3,388,687

Based on the foregoing voting results, Alexander Timm, David Fisher, and Vijay Kotte were elected as Class I directors and Proposals 2 and 3 were approved.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						GOHEALTH, INC.
Date:			June 14, 2024			By:			/s/ Bradley M. Burd
									Brad Burd Chief Legal Officer

Cover	Jun. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 12, 2024
Entity Registrant Name	GoHealth, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39390
Entity Tax Identification Number	85-0563805
Entity Address, Address Line One	222 W Merchandise Mart Plaza, Suite 1750
Entity Address, City or Town	Chicago,
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60654
City Area Code	312
Local Phone Number	386-8200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock,$0.0001 par value per share
Trading Symbol	GOCO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001808220
Amendment Flag	false

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