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Share Name | Share Symbol | Market | Type |
---|---|---|---|
GoHealth Inc | NASDAQ:GOCO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.11 | 1.06% | 10.50 | 9.36 | 10.84 | 10.78 | 10.29 | 10.29 | 5,126 | 00:21:53 |
Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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To elect Rahm Emanuel, Helene D. Gayle and Alexander E. Timm as Class I Directors to serve until the 2024 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified;
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To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and
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To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.
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“we,” “us,” “our,” the “Company,” “GoHealth” and similar references refer: (1) following the consummation of the Transactions, including our IPO, to GoHealth, Inc., and, unless otherwise stated, all of its direct and indirect subsidiaries, including GoHealth Holdings, LLC (formerly known as Blizzard Parent, LLC), and (2) prior to the completion of the Transactions, including our IPO, to GoHealth Holdings, LLC and, unless otherwise stated, all of its direct and indirect subsidiaries, or, as applicable, Norvax.
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“Blocker Company” refers to an entity affiliated with Centerbridge that was an indirect owner of LLC Interests in GoHealth Holdings, LLC prior to the Transactions and is taxable as a corporation for U.S. federal income tax purposes.
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“Blocker Shareholders” refer to entities affiliated with Centerbridge, the owners of the Blocker Company prior to the Transactions, who exchanged their interests in the Blocker Company for shares of our Class A common stock and cash in connection with the consummation of the Transactions.
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“Centerbridge” refers to Centerbridge Capital Partners III, L.P., our sponsor and a Delaware limited partnership, certain funds affiliated with Centerbridge Capital Partners III, L.P. and other entities over which Centerbridge Capital Partners III, L.P. has voting control (including any such fund or entity formed to hold shares of Class A common stock for the Blocker Shareholders).
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“Centerbridge Acquisition” refers to the acquisition, on September 13, 2019, by Centerbridge, indirectly through a subsidiary of GoHealth Holdings, LLC (formerly known as Blizzard Parent, LLC), an entity formed in contemplation of the acquisition, of a 100% interest in Norvax.
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“Continuing Equity Owners” refer collectively to direct or indirect holders of LLC Interests and our Class B common stock immediately following consummation of the Transactions, including Centerbridge, Norwest, NVX Holdings, our Founders, the Former Profits Unit Holders and certain executive officers, employees and other minority investors and their respective permitted transferees who may, following the consummation of our IPO, exchange at each of their respective options (subject in certain circumstances to time-based vesting requirements and certain other restrictions), in whole or in part from time to time, their LLC Interests (along with an equal number of shares of Class B common stock (and such shares shall be immediately cancelled)) for, at our election (determined solely by at least two of our independent directors (within the meaning of the listing rules of The Nasdaq Global Market, or the “Nasdaq rules”) who are disinterested), cash or newly-issued shares of our Class A common stock.
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“Founders” refer to Brandon M. Cruz, our Co-Founder and Chief Strategy Officer and Special Advisor to the Executive Team, and Clinton P. Jones, our Co-Founder and Chief Executive Officer.
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“Former Profits Unit Holders” refers collectively to certain of our directors and certain current and former officers and employees, in each case, who directly or indirectly held existing vested and unvested profits units, which were comprised of profits units that have time-based vesting conditions and profits units that have performance-based vesting conditions, of GoHealth Holdings, LLC pursuant to GoHealth Holdings, LLC’s existing profits unit plan and who received LLC Interests in exchange for their profits units in connection with the Transactions. LLC Interests received in exchange for unvested profits units remain subject to their existing time-based vesting requirements. Profit units with performance-based vesting conditions fully vested as such conditions were met in connection with our IPO.
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“GoHealth Holdings, LLC Agreement” refers to GoHealth Holdings, LLC’s amended and restated limited liability company agreement, dated July 15, 2020, and pursuant to which, among other things, holders of any shares of Class B common stock corresponding to common units which remain subject to vesting conditions in accordance with any applicable equity plan or individual award agreement agreed to abstain from voting any such shares of Class B common stock at any annual or special meeting of stockholders.
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“LLC Interests” refer to the common units of GoHealth Holdings, LLC, including those that we purchased with a portion of the net proceeds from our IPO.
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“Norwest” refers to Norwest Equity Partners and certain funds affiliated with Norwest Equity Partners.
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“Norvax” refers to Norvax, LLC, a Delaware limited liability company and a subsidiary of GoHealth Holdings, LLC.
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“NVX Holdings” refers to NVX Holdings, Inc., a Delaware corporation that is controlled by the Founders.
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“Original Equity Owners” refer to the owners of LLC Interests in GoHealth Holdings, LLC prior to the consummation of the Transactions, collectively, which include Centerbridge, Norwest, our Founders and certain executive officers, employees and other minority investors.
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“Transactions” refer to our IPO and certain organizational transactions that were effected in connection with our IPO, and the application of the net proceeds therefrom.
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To elect Rahm Emanuel, Helene D. Gayle and Alexander E. Timm as Class I Directors to serve until the 2024 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified;
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To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and
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To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.
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FOR the election of Rahm Emanuel, Helene D. Gayle and Alexander E. Timm as Class I Directors; and
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FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
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by Internet before the Annual Meeting—You can vote over the Internet at www.proxyvote.com by following the instructions on the Internet Notice or proxy card;
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by Telephone before the Annual Meeting—You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card;
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by Mail before the Annual Meeting—You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail; or
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by Internet at the Annual Meeting—If you attend the Annual Meeting online, you will need the 16-digit control number included in your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials to vote electronically during the Annual Meeting.
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by submitting a duly executed proxy bearing a later date;
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by granting a subsequent proxy through the Internet or telephone;
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by giving written notice of revocation to the Corporate Secretary of GoHealth prior to the Annual Meeting; or
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by voting online at the Annual Meeting.
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irrelevant to the business of the Company or to the business of the Annual Meeting;
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related to material non-public information of the Company, including the status or results of our business since our last Quarterly Report on Form 10-Q;
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related to any pending, threatened or ongoing litigation;
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related to personal grievances;
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derogatory references to individuals or that are otherwise in bad taste;
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substantially repetitious of questions already made by another stockholder;
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in excess of the two question limit;
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in furtherance of the stockholder’s personal or business interests; or
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out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair or Secretary in their reasonable judgment.
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Proposal
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Votes required
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Effect of Votes Withheld /
Abstentions and Broker Non-Votes
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Proposal 1: Election of Directors
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The plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I Directors.
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Votes withheld and broker non-votes will have no effect.
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Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
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The affirmative vote of the holders of a majority of the votes cast.
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Abstentions will have no effect. We do not expect any broker non-votes on this proposal.
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Name
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Age
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Position with GoHealth
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Rahm Emanuel
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61
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Director
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Helene D. Gayle
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65
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Director
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Alexander E. Timm
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32
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Director
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Name
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Age
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Position with GoHealth
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Brandon M. Cruz
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43
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Co-Founder, Chief Strategy Officer, Special
Advisor to the Executive Team and Co-Chair
of the Board of Directors
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Joseph G. Flanagan
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49
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Director
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Miriam A. Tawil
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36
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Director
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Name
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Age
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Position with GoHealth
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Clinton P. Jones
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43
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Co-Founder, Chief Executive Officer and
Co-Chair of the Board of Directors
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Jeremy W. Gelber
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45
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Director
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Anita V. Pramoda
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46
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Director
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Fee Category
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2020
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2019
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Audit Fees
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$3,303,926
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$2,117,115
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Audit-Related Fees
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105,000
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469,022
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Tax Fees
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—
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—
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All Other Fees
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—
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—
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Total Fees
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$3,408,926
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$2,586,136
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Name
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Age
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Position
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Clinton P. Jones(1)
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43
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Co-Founder, Chief Executive Officer and Co-Chair of the Board of Directors
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Brandon M. Cruz(2)
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43
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Co-Founder, Chief Strategy Officer, Special Advisor to the Executive Team and Co-Chair of the Board of Directors
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Shane E. Cruz(3)
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41
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Chief Operating Officer
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Brian P. Farley(4)
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51
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Chief Legal Officer and Corporate Secretary
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Travis J. Matthiesen(5)
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37
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Chief Financial Officer
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James A. Sharman(6)
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62
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President
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(1)
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See biography on page 10 of this proxy statement.
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(2)
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See biography on page 9 of this proxy statement.
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(3)
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Shane E. Cruz has served as GoHealth’s Chief Operating Officer since 2020 and prior to that, was the Chief Technology Officer of GoHealth since 2014. Mr. Cruz holds Bachelor of Science degrees in Computer Science and Engineering and a Master of Engineering in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology.
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(4)
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Brian P. Farley has served as GoHealth’s Chief Legal Officer and Corporate Secretary since 2020. Previously, Mr. Farley served in various roles at Allscripts Healthcare Solutions, Inc., including most recently as Executive Vice President, General Counsel and Chief Administrative Officer from 2013 to 2020. Mr. Farley holds a Bachelor of Arts in Political Economics from Colorado College, a Juris Doctor from The George Washington University National Law Center and an Executive Master’s in Business Administration from the University of Colorado.
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(5)
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Travis J. Matthiesen has served as GoHealth’s Chief Financial Officer since 2018. Prior to serving as Chief Financial Officer, he served as GoHealth’s Vice President of Finance and Marketplace Operations from 2017 to 2018 and as GoHealth’s Corporate Controller from 2010 to 2017. He also served as a member of the board of directors of Creatix, Inc., our subsidiary, from 2018 to 2019. From 2006 to 2010, Mr. Matthiesen worked at the Assurance and Advisory Services Department of Ernst & Young LLP. Mr. Matthiesen holds a Master of Business Administration from the University of Notre Dame and a Bachelor of Science degree in Accounting from Cedarville University.
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(6)
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James A. Sharman has served as GoHealth’s President since 2020 and prior to that, was the Chief Operating Officer of GoHealth since 2018. Mr. Sharman was also appointed as a director of The Shyft Group (formerly known as Spartan Motors Inc. prior to 2020), which specializes in vehicle manufacturing and assembly for the commercial and retail vehicle industries, in February 2016 and has served as its Chairman since 2018. From 2015 through 2018, Mr. Sharman served as Chief Operating Officer of Coyote Logistics, a freight broker and logistics services provider and a wholly-owned subsidiary of United Parcel Service, Inc. Mr. Sharman holds a Master of Business Administration from Duke University's Fuqua School of Business and Bachelor of Science degree in Engineering from the United States Military Academy at West Point.
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Name
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Audit
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Compensation
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Nominating and
Corporate Governance
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Brandon M. Cruz
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Chairperson
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Rahm Emanuel
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X
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Chairperson
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Joseph G. Flanagan
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X
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X
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Helene D. Gayle
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X
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Jeremy W. Gelber
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X
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X
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Clinton P. Jones
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X
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Anita V. Pramoda
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Chairperson
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Alexander E. Timm
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X
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appointing, approving the fees of, retaining and overseeing our independent registered public accounting firm;
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discussing with our independent registered public accounting firm their independence from management;
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discussing with our independent registered public accounting firm any audit problems or difficulties and management’s response;
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approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;
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overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;
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reviewing our policies on risk assessment and risk management;
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reviewing, and if appropriate, approving related person transactions;
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establishing procedures for the confidential anonymous submission of complaints regarding questionable accounting, internal controls or auditing matters; and
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preparing the audit committee report required by the SEC rules (which is included on page 12 of this proxy statement).
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reviewing and recommending for approval by the Board, the compensation of our CEO, and reviewing and approving the compensation of our other executive officers;
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overseeing and administering our cash and equity incentive plans;
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reviewing and making recommendations to the Board of Directors with respect to director compensation;
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reviewing and discussing annually with management our “Compensation Discussion and Analysis,” to the extent required; and
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preparing the annual compensation committee report, to the extent required by SEC rules.
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identifying individuals qualified to become board members;
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recommending to the Board of Directors the persons to be nominated for election as directors and to each board committee;
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developing and recommending to the Board of Directors corporate governance guidelines; and
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overseeing an annual evaluation of the Board of Directors.
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Brandon M. Cruz, Chief Strategy Officer and Special Advisor to the Executive Team (prior to his transition to such role on April 16, 2020, the co-principal executive officer);
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Clinton P. Jones, Chief Executive Officer (prior to Mr. Cruz’s transition to a new role on April 16, 2020, the co-principal executive officer and, following such transition, the principal executive officer);
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Shane E. Cruz, Chief Operating Officer
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James A. Sharman, President
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Name and Principal
Position
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Year
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Salary ($)
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Stock
Awards
($) (1)
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Non-Equity
Incentive Plan
Compensation
($)
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All Other
Compensation ($)
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Total ($)
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Brandon M. Cruz
Chief Strategy Officer and Special Advisor to the Executive Team
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2020
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325,000
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30,350,749(1)
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231,000 (3)
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1,194,486 (5)
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32,101,235
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2019
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325,000
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3,989,833(2)
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350,000 (4)
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5,893 (6)
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4,670,726
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||
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Clinton P. Jones
Chief Executive Officer
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2020
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325,000
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30,350,749(1)
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231,000 (3)
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757,957 (7)
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31,664,706
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2019
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325,000
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3,989,833(2)
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350,000 (4)
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5,893 (6)
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4,670,726
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Shane E. Cruz
Chief Operating Officer
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2020
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336,154
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12,140,591(1)
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330,090 (3)
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7,008 (8)
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12,813,843
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2019
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300,000
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1,595,933(2)
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350,000 (4)
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8,657,748 (9)
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10,903,681
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James A. Sharman
President
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2020
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400,000
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12,140,591(1)
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462,000 (3)
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241 (10)
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13,002,832
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2019
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400,000
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1,595,933(2)
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700,000 (4)
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15,136,805 (11)
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17,832,738
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(1)
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Amounts reflect the incremental accounting values reflected for the year ended December 31, 2020 with respect to the acceleration of performance-vesting profits interests in connection with our IPO, computed in accordance with the FASB’s ASC Topic 718, “Compensation—Stock Compensation”. For additional information about such accelerations, please see the section titled “Share-Based Compensation” below.
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(2)
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Amounts reflect the aggregate grant date fair value of profits interests granted during the year ended December 31, 2019 computed in accordance with the FASB’s ASC Topic 718. See Note 8 of the audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 for a discussion of the relevant assumptions used in calculating these amounts. The amounts reported in this column reflect the aggregate grant date fair value for the profits interests as determined for financial accounting purposes and do not correspond to the actual economic value that may be received by the named executive officers from these awards. With respect to all performance-vesting awards granted in the year ended December 31, 2019, the value was calculated using a Monte-Carlo simulation model. Under ASC 718, performance-vesting profit units contain market conditions and an implied performance condition, which results in compensation expense being recognized when the performance condition is considered probable of being satisfied. Performance-vesting profit units vest upon the achievement of a contingent exit event that is defined as a transaction in which the ultimate parent disposes of all or substantially all of its investment in the Company. Such an exit event is not considered probable until it consummates.
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(3)
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Amounts reflect annual cash performance-based bonuses earned during the year ended December 31, 2020.
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(4)
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Amounts reflect annual cash performance-based bonuses earned during the year ended December 31, 2019.
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(5)
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Amount reflects (i) $293 in life and accidental death and dismemberment, or AD&D, insurance premiums; (ii) $6,500 in matching contributions under the Company’s 401(k) plan; and (iii) $1,187,693 in personal private airplane use reimbursements.
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(6)
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Amount reflects (i) $293 in life and accidental death and dismemberment, or AD&D, insurance premiums; and (ii) $5,600 in matching contributions under the Company’s 401(k) plan.
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(7)
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Amount reflects (i) $241 in life and accidental death and dismemberment, or AD&D, insurance premiums; (ii) $6,500 in matching contributions under the Company’s 401(k) plan; and (iii) $751,216 in personal private airplane use reimbursements.
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(8)
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Amount reflects (i) $285 in life and accidental death and dismemberment, or AD&D, insurance premiums; and (ii) $6,723 in matching contributions under the Company’s 401(k) plan.
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(9)
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Amount reflects (i) $270 in life and AD&D insurance premiums; (ii) $5,600 in matching contributions under the Company’s 401(k) plan; (iii) a $716,725 distribution payment made to Mr. Cruz in connection with the Centerbridge Acquisition in respect of NVX Holdings phantom stock held by Mr. Cruz at the time of the distribution payment, and which Mr. Cruz continued to hold thereafter, and (iv) a $7,935,153 change in control payment made to Mr. Cruz in exchange for (and as the result of a modification of) his Norvax, LLC Class C Units in connection with the Centerbridge Acquisition.
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(10)
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Amount reflects $241 in life and AD&D insurance premiums
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(11)
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Amount reflects (i) $293 in life and AD&D insurance premiums and (ii) a $15,136,512 change in control payment made to Mr. Sharman in exchange for (and as the result of a modification of) his Norvax, LLC Class C Units in connection with the Centerbridge Acquisition.
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Name
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| |
Salary ($)
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Brandon M. Cruz
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325,000
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Clinton P. Jones
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| |
325,000
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Shane E. Cruz
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| |
350,000
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James A. Sharman
|
| |
400,000
|
•
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medical, dental and vision benefits;
|
•
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medical and dependent care flexible spending accounts;
|
•
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short-term and long-term disability insurance;
|
•
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life insurance;
|
•
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commuter benefits; and
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•
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an employee assistance program.
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|
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Incentive Unit Awards
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Name
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Grant Date
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| |
Number of Service
Incentive Units That
Have Not Vested (#)(1)
|
| |
Market Value of Service
Incentive Units That
Have Not Vested ($)(2)
|
Brandon M. Cruz
|
| |
September 13, 2019
|
| |
832,668
|
| |
1,157,441
|
Clinton P. Jones
|
| |
September 13, 2019
|
| |
832,668
|
| |
1,157,441
|
Shane E. Cruz
|
| |
September 13, 2019
|
| |
333,068
|
| |
462,976
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James A. Sharman
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| |
September 13, 2019
|
| |
333,068
|
| |
462,976
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(1)
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Represents Service Units that vest in five equal annual installments on each of the first through fifth anniversaries of September 13, 2019, subject to the named executive officer’s continuous employment through the applicable vesting date. The vesting of all Service Units is generally subject to acceleration upon the occurrence of certain corporate transactions or the holder’s death or disability, and a pro-rata portion of the Service Units are generally subject to acceleration upon the holder’s termination of employment by the Company without Cause (as such term is defined in the Incentive Unit plan document) or by the holder with Good Reason (as such term is defined in the applicable participant’s services agreement with the Company). As described above, pursuant to the amendments entered into in connection with our IPO, all unvested Service Units are eligible to vest upon a termination without Cause or for Good Reason following our IPO.
|
(2)
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The profits interests are not publicly traded and, therefore, there was no ascertainable public market value for the profits interests as of December 31, 2020. Therefore, the profits interests have been valued on the basis set forth in Footnote 2 of the 2020 Summary Compensation Table, above.
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Name
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| |
Fees earned or
paid in cash ($)
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| |
Stock
awards ($)(1)
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| |
Incentive Unit
awards ($)(2)
|
| |
Total ($)
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Rahm Emanuel
|
| |
75,815
|
| |
250,005
|
| |
437,694
|
| |
763,514
|
Joseph G. Flanagan
|
| |
75,815
|
| |
250,005
|
| |
291,992
|
| |
617,812
|
Alexander E. Timm
|
| |
74,185
|
| |
150,003
|
| |
291,992
|
| |
516,180
|
Anita V. Pramoda
|
| |
72,554
|
| |
250,005
|
| |
—
|
| |
322,559
|
Dr. Helene D. Gayle
|
| |
72,554
|
| |
150,003
|
| |
—
|
| |
222,557
|
Jeremy W. Gelber
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Miriam A. Tawil
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
Amounts reflect the grant-date fair value of restricted stock unit awards granted during the year ended December 31, 2020 computed in accordance with ASC Topic 718. As of December 31, 2020, Rahm Emanuel, Joseph G. Flanagan, and Anita Pramoda each held 8,929 restricted stock units and Alexander E. Timm and Dr. Helene Gayle each held 5,357 restricted stock units.
|
(2)
|
Amounts reflect the aggregate grant date fair value of Director Units (as defined below) granted during the year ended December 31, 2020 computed in accordance with FASB ASC Topic 718. See Note 8 of the audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2020 for a discussion of the relevant assumptions used in calculating these amounts. The amounts reported in this column reflect the aggregate grant date fair value for the Director Units as determined for financial accounting purposes and do not correspond to the actual economic value that may be received by the directors from these awards. As of December 31, 2020, Rahm Emanuel held 186,101 Director Units and Joseph G. Flanagan and Alexander E. Timm each held 124,151 Director Units.
|
Plan Category:
|
| |
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants, and Rights
|
| |
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants, and Rights
|
| |
Number of Securities
Remaining
Available for Future
Issuance Under Equity
Compensation Plans(3)
|
Equity compensation plans approved by security holders
|
| |
2,608
|
| |
$21.00(2)
|
| |
4,665
|
Equity compensation plans not approved by security holders(1)
|
| |
21,951
|
| |
—
|
| |
—
|
Total
|
| |
24,559
|
| |
$21.00
|
| |
4,665
|
(1)
|
Includes non-voting Management Common Units issued by Blizzard Management Feeder, LLC to employees on behalf of the Company in connection with our initial public offering.
|
(2)
|
The weighted-average exercise price does not include shares to be issued in connection with the settlement of restricted stock units, as such awards do not have an exercise price.
|
(3)
|
Includes shares available for future issuance under our 2020 Plan and our 2020 ESPP.
|
|
| |
Shares of Class A Common Stock
Beneficially Owned(1)
|
| |
Shares of Class B Common Stock
Beneficially Owned
|
| |
Combined Voting
Power(2)
|
||||||
Name of beneficial owner(3)
|
| |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
| |
Percentage
|
5% Stockholders
|
| |
|
| |
|
| |
|
| |
|
| |
|
Centerbridge(4)
|
| |
121,475,638
|
| |
67.7%
|
| |
80,792,677
|
| |
36.3%
|
| |
38.5%
|
NVX Holdings(5)
|
| |
92,721,798
|
| |
48.5%
|
| |
92,721,798
|
| |
41.6%
|
| |
29.4%
|
Norwest(6)
|
| |
29,226,585
|
| |
24.8%
|
| |
19,226,585
|
| |
8.6%
|
| |
9.3%
|
Certain funds and accounts advised by T. Rowe Price Associates, Inc.(7)
|
| |
5,750,509
|
| |
5.8%
|
| |
—
|
| |
—
|
| |
1.8%
|
FMR LLC(8)
|
| |
4,546,126
|
| |
4.6%
|
| |
—
|
| |
—
|
| |
1.4%
|
Credit Suisse AG/(9)
|
| |
4,528,846
|
| |
4.6%
|
| |
—
|
| |
—
|
| |
1.4%
|
Blizzard Management Feeder, LLC(10)(11)
|
| |
27,787,443
|
| |
22.0%
|
| |
27,787,443
|
| |
12.5%
|
| |
8.8%
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
Shares of Class A Common Stock
Beneficially Owned(1)
|
| |
Shares of Class B Common Stock
Beneficially Owned
|
| |
Combined Voting
Power(2)
|
||||||
Name of beneficial owner(3)
|
| |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
| |
Percentage
|
Named Executive Officers and Directors
|
| |
|
| |
|
| |
|
| |
|
| |
|
Clinton P. Jones(5)(11)(12)
|
| |
95,011,635
|
| |
49.1%
|
| |
95,011,635
|
| |
42.7%
|
| |
30.2%
|
Brandon M. Cruz(5)(11)(13)
|
| |
95,011,635
|
| |
49.1%
|
| |
95,011,635
|
| |
42.7%
|
| |
30.2%
|
Shane E. Cruz(11)(14)
|
| |
2,433,266
|
| |
2.4%
|
| |
2,433,266
|
| |
1.1%
|
| |
*
|
James A. Sharman(11)(15)
|
| |
4,225,883
|
| |
4.1%
|
| |
4,225,883
|
| |
1.9%
|
| |
1.3%
|
Rahm Emanuel(16)
|
| |
46,148
|
| |
*
|
| |
37,220
|
| |
*
|
| |
*
|
Joseph G. Flanagan(17)
|
| |
33,758
|
| |
*
|
| |
24,830
|
| |
*
|
| |
*
|
Helene D. Gayle(18)
|
| |
5,358
|
| |
*
|
| |
—
|
| |
—
|
| |
*
|
Jeremy W. Gelber
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Anita V. Pramoda(19)
|
| |
8,928
|
| |
*
|
| |
—
|
| |
—
|
| |
*
|
Miriam A. Tawil
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Alexander E. Timm(20)
|
| |
30,188
|
| |
*
|
| |
24,830
|
| |
*
|
| |
*
|
All executive officers and directors as a group (13 individuals)(21)
|
| |
105,074,138
|
| |
51.6%
|
| |
105,036,638
|
| |
47.2%
|
| |
33.3%
|
*
|
Represents beneficial ownership of less than 1%.
|
(1)
|
For the reasons described above, in this table, beneficial ownership of LLC Interests has been reflected as beneficial ownership of our Class A common stock for which such LLC Interests may be exchanged. When an LLC Interest is exchanged by a Continuing Equity Owner who holds our Class B common stock, a corresponding share of Class B common stock will be cancelled.
|
(2)
|
Represents the percentage of voting power of our Class A common stock and Class B common stock voting as a single class. Each share of Class A common stock entitles the registered holder to one vote per share and each share of Class B common stock entitles the registered holder thereof to one vote per share on all matters presented to stockholders for a vote generally, including the election of directors. The Class A common stock and Class B common stock will vote as a single class on all matters except as required by law or our amended and restated certificate of incorporation.
|
(3)
|
Except as otherwise noted, all shares of Class A common stock shown as beneficially owned represent shares of Class A common stock that may be acquired upon the exchange of LLC Interests for shares of Class A common stock on a one-for-one basis.
|
(4)
|
Based solely on information obtained from a Schedule 13G filed on February 4, 2021. Consists of (i) 23,129,333 shares of Class A common stock held by CCP III AIV VII Holdings, L.P., (ii) 17,553,628 shares of Class A common stock held by CB Blizzard Co-Invest Holdings, L.P. and (iii) 80,792,677 LLC Interests (and associated shares of Class B common stock) held by Blizzard Aggregator, LLC. Centerbridge Associates III, L.P. is the general partner of each of CCP III AIV VII Holdings, L.P. and CB Blizzard Co-Invest Holdings, L.P. CCP III Cayman GP Ltd., the general partner of Centerbridge Associates III, L.P., is the sole manager of Blizzard Aggregator, LLC. Mark T. Gallogly retired from Centerbridge Partners, L.P. effective December 7, 2020. Jeffrey H. Aronson is the sole director of CCP III Cayman GP Ltd and may be deemed to share voting and dispositive power with respect to the shares held by each of CCP III AIV VII Holdings L.P., CB Blizzard Co-Invest Holdings, L.P. and Blizzard Aggregator, LLC. Such persons and entities disclaim beneficial ownership of the shares held by each of CCP III AIV VII Holdings, L.P., CB Blizzard Co-Invest Holdings, L.P. and Blizzard Aggregator, LLC, except to the extent of any proportionate pecuniary interest therein. The business address of each of the foregoing entities and individuals is c/o Centerbridge Partners, L.P., 375 Park Avenue, 11th Floor, New York, New York 10152.
|
(5)
|
Based solely on information obtained from a Schedule 13G filed on February 11, 2021. Consists of (i) 92,677,981 LLC Interests (and associated shares of Class B common stock) held by NVX Holdings, Inc. and (ii) 43,817 LLC Interests (and associated shares of Class B common stock) held by BCCJ, LLC. Clinton P. Jones and Brandon M. Cruz are the Chief Executive Officer and President of NVX Holdings, Inc., respectively, are members of the Board of Managers of BCCJ, LLC, and share voting and investment control over the shares held by NVX Holdings, Inc and BCCJ, LLC. The business address of each of NVX Holdings, Inc. and BCCJ, LLC are c/o NVX Holdings, Inc., 214 West Huron Street, Chicago, Illinois 60654.
|
(6)
|
Based on information obtained from a Schedule 13G filed on February 9, 2021 and information known to the Company. Consists of (i) 19,226,585 LLC Interests (and associated shares of Class B common stock) and (ii) 10,000,000 shares of Class A common stock held of record by Norwest Equity Partners IX, LP (“NEP IX”). Itasca Partners IX, LLC is the general partner of NEP IX and may be deemed to have sole voting and dispositive power over the shares held by NEP IX. Norwest Venture Capital Management, Inc., the managing member of Itasca Partners IX, LLC, and Timothy C. DeVries, as Chief Executive Officer of Norwest Venture Capital Management, Inc., and members of the general partner, may be deemed to share voting and dispositive power over the shares held by NEP IX. Such persons and entities disclaim beneficial ownership of the shares held by NEP IX, except to the extent of any proportionate pecuniary interest therein. The address for these entities is 80 South Eighth Street, Suite 3600 IDS Center, Minneapolis, MN 55402.
|
(7)
|
Based solely on information obtained from a Schedule 13G/A filed on February 16, 2021. Consists of shares of Class A common stock held by funds and accounts for which T. Rowe Price Associates, Inc. (“TRPA”) serves as investment adviser or subadviser, as applicable, with power to direct investments and/or sole power to vote the securities owned by such funds and accounts (with the exception of one advisory fund that retains its own voting authority). TRPA may be deemed to be the beneficial owner of the shares held by such funds and accounts; however, TRPA expressly disclaims that it is, in fact, the beneficial owner of such securities. TRPA is the wholly owned subsidiary of T. Rowe Price Group, Inc., which is a publicly traded financial services holding company. T. Rowe
|
(8)
|
Based solely on information obtained from a Schedule 13G filed on February 8, 2021. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (the “Fidelity Funds”), advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. The address for FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.
|
(9)
|
Based solely on information obtained from a Schedule 13G filed on February 12, 2021. The address of Credit Suisse AG/ is Uetlibergstrasse 231, P.O. Box 900, CH 8070, Zurich, Switzerland.
|
(10)
|
Consists of 27,787,443 LLC Interests (and associated shares of Class B common stock), held by Blizzard Management Feeder, LLC (“Feeder”) and directly held by Feeder for the benefit of Feeder’s members.
|
(11)
|
Each of the members of Feeder directly hold common units of Feeder that correspond to the LLC Interests (and associated shares of Class B common stock) directly held by Feeder for each such member’s benefit and are entitled to (subject to time-based vesting requirements) direct Feeder to (i) initiate a redemption of the LLC Interests held by Feeder for such member’s benefit for newly-issued shares of our Class A common stock on a one-for-one basis, or to the extent there is cash available from a secondary offering, a cash payment equal to a volume weighted average market price of one share of Class A common stock for each LLC Interest so redeemed, in each case, in accordance with the terms of the GoHealth Holdings, LLC Agreement and (ii) vote the associated shares of Class B common stock held by Feeder for such member’s benefit on all matters presented to stockholders for a vote generally, including the election of directors.
|
(12)
|
Includes 2,289,837 LLC Interests (and associated shares of Class B common stock) directly held by Feeder for the benefit of Mr. Jones. The business address of Mr. Jones is 1703 North Dayton Street, Chicago, Illinois 60614.
|
(13)
|
Includes 2,289,837 LLC Interests (and associated shares of Class B common stock) directly held by Feeder for the benefit of Mr. Cruz. The business address of Mr. Cruz is 2015 North Dayton Street, Chicago, Illinois 60614.
|
(14)
|
Consists of 989,643 LLC Interests (and associated shares of Class B common stock) directly held by Feeder for the benefit of Shane E. Cruz 2020 Irrevocable Trust dated June 16, 2020, of which Mr. Cruz's spouse is trustee and (ii) 1,443,623 LLC Interests (and associated shares of Class B common stock) directly held by Feeder for the benefit of Mr. Cruz.
|
(15)
|
Consists of (i) 3,309,948 LLC Interests (and associated shares of Class B common stock) directly held by Feeder for the benefit of James A. Sharman Gift Trust dated 7/18/2019, of which Mr. Sharman is trustee, and (ii) 915,935 LLC Interests (and associated shares of Class B common stock) directly held by Feeder for the benefit of Mr. Sharman.
|
(16)
|
Consists of (i) 5,952 shares of Class A common stock, (ii) 37,220 LLC Interests (and associated shares of Class B common stock) directly held by Feeder for the benefit of Mr. Emanuel, and (iii) 2,976 restricted stock units vesting within 60 days of March 31, 2021.
|
(17)
|
Consists of (i) 5,952 shares of Class A common stock, (ii) 24,830 LLC Interests (and associated shares of Class B common stock) directly held by Feeder for the benefit of Mr. Flanagan, and (iii) 2,976 restricted stock units vesting within 60 days of March 31, 2021.
|
(18)
|
Consists of (i) 3,572 shares of Class A common stock and (ii) 1,786 restricted stock units vesting within 60 days of March 31, 2021.
|
(19)
|
Consists of (i) 5,952 shares of Class A common stock and (ii) 2,976 restricted stock units vesting within 60 days of March 31, 2021.
|
(20)
|
Consists of (i) 3,572 shares of Class A common stock, (ii) 24,830 LLC Interests (and associated shares of Class B common stock) directly held by Feeder for the benefit of Mr. Timm, and (iii) 1,786 restricted stock units vesting within 60 days of March 31, 2021.
|
(21)
|
Consists of (i) 25,000 shares of Class A common stock, (ii) 105,036,638 LLC Interests (and associated shares of Class B common stock), and (iii) 12,500 restricted stock units vesting within 60 days of March 31, 2021 directly or indirectly held by all our current directors and executive officers as a group.
|
•
|
Appointment as Managing Member. Under the GoHealth Holdings, LLC Agreement, we became a member and the sole manager of GoHealth Holdings, LLC. As the sole manager, we are able to control all of the day-to-day business affairs and decision-making of GoHealth Holdings, LLC without the approval of any other member. As such, we, through our officers and directors, are responsible for all operational and administrative decisions of GoHealth Holdings, LLC and daily management of GoHealth Holdings, LLC’s business. Pursuant to the terms of the GoHealth Holdings, LLC Agreement, we cannot be removed or replaced as the sole manager of GoHealth Holdings, LLC except by our resignation, which may be given at any time by written notice to the members.
|
•
|
Compensation, Fees and Expenses. We are not entitled to compensation for our services as the manager of GoHealth Holdings, LLC. We are entitled to reimbursement by GoHealth Holdings, LLC for reasonable fees and expenses incurred on behalf of GoHealth Holdings, LLC, including all expenses associated with the Transactions, any subsequent offering of our Class A common stock, being a public company and maintaining our corporate existence.
|
•
|
Distributions. The GoHealth Holdings, LLC Agreement requires “tax distributions,” as that term is used in the agreement, to be made by GoHealth Holdings, LLC to its members on a pro rata basis, except to the extent such distributions would render GoHealth Holdings, LLC insolvent or are otherwise prohibited by law, our Credit Facilities or any of our future debt agreements. Tax distributions will be made on a quarterly basis, to each member of GoHealth Holdings, LLC, including us, based on such member’s allocable share of the taxable income of GoHealth Holdings, LLC and an assumed tax rate that will be determined by us, as described below. For this purpose, GoHealth, Inc.’s allocable share of GoHealth Holdings, LLC’s taxable income shall be net of its share of taxable losses of GoHealth Holdings, LLC and shall be determined without regard to any Basis Adjustments (as described above under “—Tax Receivable Agreement”). The assumed tax rate for purposes of determining tax distributions from GoHealth Holdings, LLC to its members will be the highest combined federal, state, and local tax rate that may potentially apply to any one of GoHealth Holdings, LLC’s members, regardless of the actual final tax liability of any such member. During 2020, we made tax distributions to certain executive officers to account for delinquent tax distributions related to taxable income allocated to such persons for 2020. The GoHealth Holdings, LLC Agreement also allows for cash distributions to be made by GoHealth Holdings, LLC (subject to our sole discretion as the sole manager of GoHealth Holdings, LLC) to its members on a pro rata basis out of “distributable cash,” as that term is defined in the agreement. We expect GoHealth Holdings, LLC may make distributions out of distributable cash periodically and as necessary to enable us to cover our operating expenses and other obligations, including our tax liability and obligations under the Tax Receivable Agreement, except to the extent such distributions would render GoHealth Holdings, LLC insolvent or are otherwise prohibited by law, our Credit Facilities or any of our future debt agreements.
|
•
|
Transfer Restrictions. The GoHealth Holdings, LLC Agreement generally does not permit transfers of LLC Interests by members, except for transfers to permitted transferees, transfers pursuant to the participation right described below and other limited exceptions. The GoHealth Holdings, LLC Agreement may impose additional restrictions on transfers (including redemptions described below with respect to each common unit) that are necessary or advisable so that GoHealth Holdings, LLC is not treated as a “publicly-traded partnership” for U.S. federal income tax purposes. In the event of a permitted transfer under the GoHealth Holdings, LLC Agreement, such member will be required to simultaneously transfer shares of Class B common stock to such transferee equal to the number of LLC Interests that were transferred to such transferee in such permitted transfer.
|
•
|
any transaction or series of related transactions, in which any “person” or “group” acquires, directly or indirectly, in excess of fifty percent (50%) of then outstanding shares of capital stock of the Company, GoHealth Holdings, LLC or any of their respective subsidiaries or has the direct or indirect power to elect a majority of the members of our Board;
|
•
|
the sale, lease or exchange of all or substantially all of the property and assets of the Company and its subsidiaries, taken as a whole;
|
•
|
any acquisition or disposition by the Company or any of its subsidiaries of assets, persons, equity interests or businesses, or entry into any join venture by the Company, where the aggregate consideration is greater than $50.0 million in any single transaction or series of related transactions;
|
•
|
the creation of a new class or series of capital stock or equity securities of the Company, GoHealth Holdings, LLC or any of their respective subsidiaries;
|
•
|
any issuance of additional shares of Class A common stock, Class B common stock, Class C common stock, preferred stock or other equity securities of the Company, GoHealth Holdings, LLC or any of their respective subsidiaries;
|
•
|
any amendment or modification of the organizational documents of the Company, GoHealth Holdings, LLC or any of their respective subsidiaries;
|
•
|
other than as contemplated by the LLC Agreement, any repurchase, redemption or other acquisition of any equity interests or other securities of, or other ownership interests in the Company or any of its subsidiaries;
|
•
|
any incurrence of new indebtedness or refinancing of existing indebtedness by us, any guarantee made by the Company or any of its subsidiaries or any grant of any security interest in any of the assets of the Company or any of its subsidiaries, in each case with a value in excess of $25.0 million;
|
•
|
settlement of any material litigation or similar action to which the Company or any subsidiary is a party or could otherwise be bound;
|
•
|
any engagement of, or change to, our independent auditor;
|
•
|
the hiring or termination (other than a termination for cause) of our Chief Executive Officer; provided, with respect to the hiring of the Chief Executive Officer, such approval shall not be unreasonably withheld if the candidate for Chief Executive Officer has been approved by the Board;
|
•
|
(i) any increase, decrease or change in compensation (including equity compensation or other employment terms) with respect to our Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer or Chief Strategy Officer or (ii) any approval, authorization or implementation of, or any change, amendment or modification to, any employee equity incentive plan, agreement or arrangement of the Company or any of its Subsidiaries; and
|
•
|
any agreement, authorization or commitment to do any of the foregoing.
|
•
|
the reorganization, recapitalization, voluntary bankruptcy, liquidation, dissolution or winding-up of the Company, GoHealth Holdings, LLC or any of their respective subsidiaries;
|
•
|
the (i) resignation, replacement or removal of the Company as the sole manager of GoHealth Holdings, LLC or (ii) appointment of any additional person as a manager of GoHealth Holdings, LLC;
|
•
|
any increase or decrease of the size of our Board;
|
•
|
any material change to the primary nature of the Company and its subsidiaries’ business; and
|
•
|
any transaction with any affiliate, director or officer of the Company or any of its subsidiaries (other than employment arrangements with any such director or officer) involving an amount in excess of $3.0 million.
|
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