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eHealth (NASDAQ: EHTH) investors back 1.3M-share equity incentive plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

eHealth, Inc. reported results of its 2026 annual stockholder meeting held on June 18, 2026. Stockholders approved an amendment and restatement of the Amended and Restated 2024 Equity Incentive Plan, increasing the maximum number of shares that may be issued under the plan by 1,300,000 shares.

As of the April 20, 2026 record date, holders of the company’s capital stock were entitled to 35,958,616 votes, and 29,916,794 votes were represented at the meeting, reflecting 83.19% of the total voting power. Stockholders also elected two Class II directors, ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026, and approved on an advisory basis the compensation of named executive officers.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan share increase 1,300,000 shares Increase to maximum shares issuable under 2024 Amended Equity Plan
Votes entitled 35,958,616 votes Total voting power as of April 20, 2026 record date
Votes represented 29,916,794 votes Votes present at annual meeting; 83.19% of voting power
Common stock outstanding 31,532,924 shares Common shares outstanding as of April 20, 2026 record date
Series A preferred outstanding 2,250,000 shares Series A preferred stock outstanding as of April 20, 2026
Auditor ratification votes for 28,357,141 votes Support for Ernst & Young LLP as auditor for 2026
Say-on-pay votes for 18,199,238 votes Advisory approval of named executive officer compensation
Equity plan amendment votes for 16,122,573 votes Support for increasing 2024 Equity Incentive Plan share limit
Equity Incentive Plan financial
"approval of an amendment and restatement of the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
broker non-votes financial
"Name | Votes For | Votes Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis financial
"A Vote to Approve, on an Advisory Basis, the Compensation of the Company’s Named Executive Officers"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
FALSE000133349300013334932026-06-182026-06-18


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 18, 2026
EHEALTH, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware001-3307156-2357876
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

9190 PRIORITY WAY WEST DR., SUITE 110
INDIANAPOLIS, IN 46240
(Address of principal executive offices)    (Zip Code)

(737) 248-2340
(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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareEHTHThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Approval of an amendment and restatement of the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan

On June 18, 2026, eHealth, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment and restatement of the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan (as amended and restated, the “2024 Amended Equity Plan”) to increase the maximum number of shares that may be issued by 1,300,000 shares. A summary description of the 2024 Amended Equity Plan is set forth in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 28, 2026 (the "Proxy Statement") and is qualified in its entirety by reference to the full text of the 2024 Amended Equity Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K.

Item 5.07
Submission of Matters to a Vote of Security Holders.
As of the close of business on April 20, 2026, the record date for the Annual Meeting, the holders of the Company’s capital stock were entitled to an aggregate of 35,958,616 votes, comprised of (i) an aggregate of 31,532,924 votes to which the holders of the Company’s 31,532,924 shares of outstanding common stock were entitled and (ii) 4,425,692 votes to which the holder of all of the Company’s 2,250,000 shares of outstanding Series A preferred stock was entitled. An aggregate of 29,916,794 votes were represented at the Annual Meeting, or 83.19% of the total voting power of the shares of the Company’s capital stock 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. The Company’s stockholders voted to elect two Class II directors (Prama Bhatt and Beth A. Brooke) 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:

NameVotes ForVotes WithheldBroker Non-Votes
Prama Bhatt18,471,6332,729,7488,715,413
Beth A. Brooke17,453,0213,748,3608,715,413

Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026, with voting results as follows:

Votes ForVotes AgainstAbstain
28,357,14143,0171,516,636

Proposal 3 – A Vote to Approve, on an Advisory Basis, the Compensation of the Company’s Named Executive Officers. The Company’s stockholders voted to approve the compensation of the Company’s named executive officers as described in the Proxy Statement, with voting results as follows:

Votes ForVotes AgainstAbstainBroker Non-Votes
18,199,2381,375,7031,626,4408,715,413

Proposal 4 – A Vote to Approve an Amendment and Restatement of the Amended and Restated 2024 Equity Incentive Plan. The Company’s stockholders voted to approve the amendment and restatement of the Company’s Amended and Restated 2024 Equity Incentive Plan to increase the maximum number of shares of common stock that may be issued thereunder by 1,300,000 shares, with voting results as follows:

Votes ForVotes AgainstAbstainBroker Non-Votes
16,122,5733,457,0221,621,7868,715,413




Item 9.01
 Financial Statements and Exhibits.

(d)    Exhibits
Exhibit No.Description
10.1*
Amended and Restated 2024 Equity Incentive Plan
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
*     Indicates a management contract or compensatory plan or arrangement.


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.

eHealth, Inc.
Date:June 25, 2026/s/ Gavin G. Galimi
Gavin G. Galimi
SVP, General Counsel and Corporate Secretary





Source: View Original Filing on SEC EDGAR

FAQ

What did eHealth (EHTH) stockholders approve at the 2026 annual meeting?

Stockholders approved amending and restating the 2024 Equity Incentive Plan to add 1,300,000 shares and confirmed all other management proposals, including director elections, auditor ratification, and advisory approval of executive compensation for the period described.

How many additional shares were added to eHealth’s 2024 Equity Incentive Plan?

The amended 2024 Equity Incentive Plan increases the maximum number of shares issuable by 1,300,000 shares. These shares are reserved for equity awards such as stock options or restricted stock as described in the company’s proxy statement and the filed plan document.

What was eHealth (EHTH) shareholder turnout at the 2026 annual meeting?

Shareholders entitled to 35,958,616 votes could participate, and 29,916,794 votes were represented, equaling 83.19% of total voting power. This level of participation provided a strong quorum for approving directors, compensation matters, the equity plan amendment, and auditor ratification.

Which directors were elected at eHealth’s 2026 annual meeting and how did they fare?

Stockholders elected Class II directors Prama Bhatt and Beth A. Brooke to three-year terms. Bhatt received 18,471,633 votes for and 2,729,748 withheld, while Brooke received 17,453,021 votes for and 3,748,360 withheld, with 8,715,413 broker non-votes for each.

Did eHealth stockholders approve the company’s executive compensation in 2026?

Yes. On an advisory basis, 18,199,238 votes supported the compensation of named executive officers, 1,375,703 were against, and 1,626,440 abstained, with 8,715,413 broker non-votes. This indicates majority backing for the compensation program described in the proxy statement.

Who is eHealth’s independent auditor for the year ending December 31, 2026?

Ernst & Young LLP was ratified as eHealth’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 28,357,141 votes for, 43,017 against, and 1,516,636 abstentions from voting shareholders at the annual meeting.

Filing Exhibits & Attachments

4 documents

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