UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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.
Pursuant to the Stockholders Agreement of GoHealth, Inc. dated July 15, 2020 (the “Stockholders Agreement”) by and among GoHealth, Inc. (the “Company), Centerbridge Capital Partners III, L.P. (“Centerbridge”), and NVX Holdings, Inc. (“NVX”), Centerbridge is entitled to designate two (2) directors to the Company’s Board of Directors (each a “Centerbridge Director”) for so long as Centerbridge owns at least ten percent (10%) of all issued and outstanding Class A Common Stock of the Company.
On September 11, 2022, Ms. Tawil resigned from the Board of the Company as a Centerbridge Director and Centerbridge has designated Christopher Litchford to replace Ms. Tawil as a Centerbridge Director pursuant to the Stockholders Agreement. Ms. Tawil’s resignation was not related to any disagreement with the Company on any matter relating to its operations, policies, and practices. Mr. Litchford was appointed as a director by the Board of the Company on September 14, 2022, and will be a Class II director with a term expiring at the 2025 annual meeting of stockholders.
Christopher Litchford has been a Managing Director of Centerbridge since 2018 where he focuses on investments in the technology sector. Prior to joining Centerbridge, Mr. Litchford was a principal in the Tech & Telecom Group at Court Square Capital Partners. Prior to joining Court Square, Mr. Litchford was an Investment Banking Analyst with Morgan Stanley. Mr. Litchford holds a Bachelor of Science degree from University of North Carolina, Chapel Hill. As a Centerbridge employee and designee on the Board, Mr. Litchford will not receive any additional compensation for service on the Board. In connection with his designation, the Company and Mr. Litchford have entered into the Company’s standard indemnification agreement for directors. Except for any transactions involving Centerbridge described in the Company’s proxy statement relating to its 2022 annual meeting of stockholders, there are no transactions between the Company and Mr. Litchford that would be required to be reported under Item 404(a) of Regulation S-K.
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SIGNATURE
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.
| Dated: September 15, 2022 | GO HEALTH, INC. | |||||
| By: | /s/ Brian Farley | |||||
| Name: Brian Farley | ||||||
| Title: Chief Legal Officer | ||||||