[8-K] GoHealth, Inc. Reports Material Event

Rhea-AI Filing Summary

GoHealth (Nasdaq: GOCO) filed an 8-K disclosing the results of its 2025 Annual Meeting of Stockholders held on June 18, 2025.

Shareholders elected three Class II directors—Brandon M. Cruz (17,218,021 FOR), Alan Wheatley (17,932,740 FOR) and Abhiraj R. Modi (17,619,537 FOR)—to serve until the 2028 meeting. Ernst & Young LLP was ratified as independent auditor with 21,544,738 FOR and only 557,922 AGAINST. The non-binding say-on-pay resolution passed (17,026,293 FOR; 992,227 AGAINST), and shareholders approved an amendment to the 2020 Incentive Award Plan (16,755,619 FOR; 1,287,341 AGAINST).

No financial performance metrics, strategic updates, or other material events were included in the filing.

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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): June 18, 2025

_________________________

GoHealth, Inc.

(Exact name of registrant as specified in its charter)

_________________________

Delaware			001-39390			85-0563805
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

222 W Merchandise Mart Plaza, Suite 1750									60654
Chicago,			Illinois
(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)

_________________________

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

Class A Common Stock, $0.0001 par value per share

GOCO

The Nasdaq Global Market

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 June 18, 2025, GoHealth, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). 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 28, 2025.

Proposal 1 — Election of three Class II directors for a term of office expiring on the date of the annual meeting of stockholders to be held in 2028 and until their respective successors have been duly elected and qualified.

			Votes FOR			Votes WITHHELD			Broker Non-Votes
Brandon M. Cruz			17,218,021			827,300			4,104,438
Alan Wheatley			17,932,740			112,581			4,104,438
Abhiraj R. Modi			17,619,537			425,784			4,104,438

Proposal 2 — Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

Votes FOR			Votes AGAINST			Votes ABSTAINED			Broker Non-Votes
21,544,738			557,922			47,099			0

Proposal 3 — Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

Votes FOR			Votes AGAINST			Votes ABSTAINED			Broker Non-Votes
17,026,293			992,227			26,801			4,104,438

Proposal 4 – Approval of an Amendment to the Company’s Amended and Restated 2020 Incentive Award Plan.

Votes FOR			Votes AGAINST			Votes ABSTAINED			Broker Non-Votes
16,755,619			1,287,341			2,361			4,104,438

Based on the foregoing voting results, Brandon M. Cruz, Alan Wheatley, and Abhiraj R. Modi were elected as Class II directors and Proposals 2, 3, and 4 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:			June 20, 2025			By:			/s/ Bradley M. Burd
									Bradley M. Burd Chief Legal Officer