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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 26, 2021

Date of Report (Date of earliest event reported)




(Exact Name of Registrant as Specified in its Charter)




Delaware   001-39390   85-0563805
(State or Other Jurisdiction
of Incorporation)
File Number)
  (IRS Employer
Identification No.)

214 West Huron St.

Chicago, Illinois 60654

(Address of Principal Executive Offices) (Zip Code)

(312) 386-8200

(Registrant’s telephone number, including area code)


(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 (see General Instruction A.2. below):



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




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.




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

On May 26, 2021, GoHealth, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). A total of 298,496,653 shares of the Company’s Class A and Class B common stock (collectively, “Common Stock”) were present in person or represented by proxy at the Meeting, representing approximately 94.7% percent of the Company’s outstanding Common Stock as of the March 31, 2021 record date. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 6, 2021.

Item 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 2024 and until their respective successors have been duly elected and qualified.


     Votes FOR    Votes WITHHELD    Broker Non-Votes

Rahm Emanuel

   273,546,021    14,328,672    10,621,960

Helene D. Gayle

   283,233,152    4,641,541    10,621,960

Alexander E. Timm

   287,749,619    125,074    10,621,960

Item 2 — Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.


Votes FOR

   Votes AGAINST    Votes ABSTAINED    Broker Non-Votes


   43,670    16,206    0

Based on the foregoing votes, Rahm Emanuel, Helene D. Gayle and Alexander E. Timm were elected and Item 2 was approved.


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.


Date: May 28, 2021     GOHEALTH, INC.

/s/ Brian P. Farley


Brian P. Farley


Chief Legal Officer and Corporate Secretary