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): May 23, 2023
_________________________
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(312 ) 386-8200
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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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 | ||||||||||||
$0.0001 par value per share | ||||||||||||||
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 23, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 19,307,696 shares of the Company’s Preferred Stock and Class A and Class B common stock (collectively, “Stock”) were present in person or represented by proxy at the Annual Meeting, representing approximately 74% percent of the Company’s outstanding Stock as of the March 28, 2023 record date. 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 11, 2023.
Item 1 — Election of three Class III directors for a term of office expiring on the date of the annual meeting of stockholders to be held in 2026 and until their respective successors have been duly elected and qualified.
| Votes FOR | Votes WITHHELD | Broker Non-Votes | |||||||||
| Clinton P. Jones | 16,476,370 | 206,338 | 2,624,988 | ||||||||
| Jeremy W. Gelber | 16,482,346 | 200,362 | 2,624,988 | ||||||||
| Karolina H. Hilu | 16,668,150 | 14,558 | 2,624,988 | ||||||||
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, 2023.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | ||||||||
| 19,286,046 | 12,192 | 9,458 | 0 | ||||||||
Item 3 — Approval on an advisory basis, the compensation of the Company’s named executive officers.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | ||||||||
| 16,604,620 | 73,103 | 4,985 | 2,624,988 | ||||||||
Based on the foregoing voting results, Clinton P. Jones, Jeremy W. Gelber, and Karolina H. Hilu were elected as Class III directors and Items 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: | May 25, 2023 | By: | /s/ Brian Farley | ||||||||
Brian Farley Chief Legal Officer | |||||||||||