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EHTH > SEC Filings for EHTH > Form 8-K on 17-Jun-2014All Recent SEC Filings

Show all filings for EHEALTH, INC.

Form 8-K for EHEALTH, INC.


17-Jun-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of Secur


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Performance Bonus Plan and 2014 Equity Incentive Plan

On June 12, 2014, at the 2014 Annual Meeting of Stockholders of eHealth, Inc. (the "Company"), the stockholders of the Company approved the eHealth, Inc. Performance Bonus Plan and the 2014 Equity Incentive Plan. A summary description of these plans is set forth in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 28, 2014 (the "Proxy Statement") and is qualified in its entirety by reference to the full text of these plans, copies of which are filed as Appendices A and B to the Proxy Statement.

Grants under the 2014 Equity Incentive Plan will be made pursuant to the Company's Stock Option Agreement and Stock Unit Agreement, forms of which are filed as Exhibits 4.4 through 4.9 of the Company's registration statement on Form S-8 on June 11, 2014.



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

The Company held its annual meeting of stockholders (the "Annual Meeting") on June 12, 2014. A total of 18,195,924 shares of the Company's common stock were represented at the Annual Meeting in person or by proxy, or 95.65% of the total shares entitled to vote.

Summarized below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting:

Proposal 1 - Election of Directors. Our stockholders voted to re-elect two Class II directors, William T. Shaughnessy and Randall S. Livingston, to serve for terms of three years and until their respective successors are duly elected and qualified, subject to earlier resignation or removal, with voting results as follows:

                Name            Votes For    Votes Withheld   Broker Non-Votes
       William T. Shaughnessy   15,932,651      647,503          1,615,770
       Randall S. Livingston    16,400,950      179,204          1,615,770

Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm. Our stockholders voted to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 with voting results as follows:

Votes For Votes Against Abstain Broker Non-Votes 17,952,606 242,978 340 0

Proposal 3 - A Non-Binding, Advisory Vote With Respect to the Compensation of the Named Executive Officers. Our stockholders approved the compensation of our chief executive officer, chief financial officer and our three other most highly compensated executive officers (collectively referred to as our "Named Executive Officers") with voting results as follows:

Votes For Votes Against Abstain Broker Non-Votes 16,512,341 56,688 11,125 1,615,770


Proposal 4 - Vote with respect to the Company's Performance Bonus Plan. Our stockholders re-approved the Performance Bonus Plan to permit the payment of cash bonuses that qualify as deductible performance-based compensation under
Section 162(m) of the Internal Revenue Code of 1986, as amended, with voting results as follows:

Votes For Votes Against Abstain Broker Non-Votes 16,238,051 341,331 772 1,615,770

Proposal 5 - Vote With Respect to the 2014 Equity Incentive Plan. Our stockholders approved the 2014 Equity Incentive Plan with voting results as follows:

Votes For Votes Against Abstain Broker Non-Votes 10,892,335 5,687,027 772 1,615,770



Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.                                 Exhibit Title

    4.1           Performance Bonus Plan (incorporated herein by reference to
                  Appendix A to the registrant's Definitive Proxy Statement (No.
                  001-33071) filed April 28, 2014)

    4.2           2014 Equity Incentive Plan (incorporated herein by reference to
                  Appendix B to the registrant's Definitive Proxy Statement (No.
                  001-33071) filed April 28, 2014)

    4.3           Form of Notice of Stock Option Grant and Stock Option Agreement
                  under the 2014 Equity Incentive Plan (incorporated herein by
                  reference to Exhibit 4.4 to the registrant's Registration
                  Statement on Form S-8 (No. 333-196675) filed June 11, 2014)

    4.4           Form of Notice of Stock Unit Grant and Stock Unit Agreement under
                  the 2014 Equity Incentive Plan (incorporated herein by reference
                  to Exhibit 4.5 to the registrant's Registration Statement on Form
                  S-8 (No. 333-196675) filed June 11, 2014)

    4.5           Form of Notice of Stock Unit Grant and Stock Unit Agreement
                  (Initial Director Grant) under the 2014 Equity Incentive Plan
                  (incorporated herein by reference to Exhibit 4.6 to the
                  registrant's Registration Statement on Form S-8 (No. 333-196675)
                  filed June 11, 2014)

    4.6           Form of Notice of Stock Unit Grant and Stock Unit Agreement
                  (Annual Director Grant) under the 2014 Equity Incentive Plan
                  (incorporated herein by reference to Exhibit 4.7 to the
                  registrant's Registration Statement on Form S-8 (No. 333-196675)
                  filed June 11, 2014)

    4.7           Form of Notice of Stock Option Grant and Stock Option Agreement
                  (People's Republic of China) under the 2014 Equity Incentive Plan
                  (incorporated herein by reference to Exhibit 4.8 to the
                  registrant's Registration Statement on Form S-8 (No. 333-196675)
                  filed June 11, 2014)

    4.8           Form of Notice of Stock Unit Grant and Stock Unit Agreement
                  (People's Republic of China) under the 2014 Equity Incentive Plan
                  (incorporated herein by reference to Exhibit 4.9 to the
                  registrant's Registration Statement on Form S-8 (No. 333-196675)
                  filed June 11, 2014)


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