UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) June 14, 2011

 

 

eHealth, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-33071		56-2357876
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

440 East Middlefield Road

Mountain View, California 94043

(Address of principal executive offices) (Zip code)

 

 

(650) 584-2700

Registrant’s telephone number, including area code

 

 

Not Applicable

(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:

 

¨	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))

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

eHealth, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 14, 2011. A total of 18,897,792 shares of the Company’s common stock were represented at the Annual Meeting in person or by proxy, or 88.38% 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, Lawrence M. Higby 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
Lawrence M. Higby			15,732,869				968,790				2,196,133
Randall S. Livingston			16,591,369				110,290				2,196,133

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, 2011 with voting results as follows:

 

Votes For		Votes Against		Abstain		Broker Non-Votes
18,882,371		15,421		0		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
16,289,146		412,313		200		2,196,133

Proposal 4 – A Non-Binding, Advisory Vote Regarding the Frequency of the Voting With Respect To the Compensation of the Named Executive Officers. The frequency of “Every Year” received the highest number of votes cast from our stockholders with voting results as follows:

 

One Year		Two Years		Three Years		Abstain		Broker Non-Votes
10,926,533		35,327		5,739,199		600		2,196,133

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 17, 2011