eHealth, Inc. Files Definitive Proxy Statement (DEF 14A)

TL;DR

<b>eHealth, Inc. has filed its Definitive Proxy Statement for the period ending June 12, 2024.</b>

AI Summary

eHealth, Inc. (EHTH) filed a Proxy Statement (DEF 14A) with the SEC on April 26, 2024. eHealth, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 26, 2024. The filing covers the period ending June 12, 2024. The company's fiscal year ends on December 31st. eHealth, Inc. is classified under SIC code 6411: Insurance Agents, Brokers & Services. The filing includes data related to equity awards for the fiscal years 2020 through 2023.

Why It Matters

For investors and stakeholders tracking eHealth, Inc., this filing contains several important signals. This DEF 14A filing is a standard disclosure for public companies, providing shareholders with information regarding upcoming meetings, executive compensation, and voting matters. The detailed breakdown of equity awards across different fiscal years (2020-2023) suggests a focus on executive compensation and long-term incentives, which can impact shareholder value and company performance.

Risk Assessment

Risk Level: low — eHealth, Inc. shows low risk based on this filing. The filing is a routine DEF 14A, containing standard disclosures and no immediate financial or operational red flags.

Analyst Insight

Review the executive compensation details and any shareholder proposals within the DEF 14A to understand potential impacts on corporate governance and future strategy.

Key Numbers

• 2024-04-26 — Filing Date (DEF 14A)
• 2024-06-12 — Period of Report (DEF 14A)
• 2023-12-31 — Fiscal Year End (Company data)
• 2020-2023 — Fiscal Years Covered (Equity award data)

Key Players & Entities

• eHealth, Inc. (company) — Filer name
• DEF 14A (document) — Form type
• 2024-04-26 (date) — Filing date
• 2024-06-12 (date) — Period of report
• 0001333493-24-000066 (accession_number) — Accession number
• 6411 (sic_code) — Standard Industrial Classification

FAQ

Industry Context

eHealth, Inc. operates in the insurance brokers and services industry, facilitating the sale of health insurance plans.

Regulatory Implications

As a publicly traded company, eHealth, Inc. is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder information.

What Investors Should Do

1. Analyze the detailed breakdown of equity awards for 2023 and prior years to assess executive compensation trends.
2. Review any shareholder proposals or director nominations presented in the DEF 14A.
3. Note the company's fiscal year end (December 31) for context in financial reporting.

Key Dates

• 2024-04-26: Filing of DEF 14A — Provides updated information on corporate matters and executive compensation.

Year-Over-Year Comparison

This is the initial DEF 14A filing analyzed for the current reporting period, providing a baseline for future comparisons.

Filing Documents

• ehth-20240426.htm (DEF 14A) — 1705KB
• ehth-20240426_g1.jpg (GRAPHIC) — 5KB
• ehth-20240426_g2.jpg (GRAPHIC) — 8KB
• ehth-20240426_g3.jpg (GRAPHIC) — 3KB
• ehth-20240426_g4.jpg (GRAPHIC) — 84KB
• ehth-20240426_g5.jpg (GRAPHIC) — 67KB
• ehth-20240426_g6.jpg (GRAPHIC) — 66KB
• ehth-20240426_g7.jpg (GRAPHIC) — 114KB
• ehth-20240426_g8.jpg (GRAPHIC) — 100KB
• 0001333493-24-000066.txt (&nbsp;) — 3709KB
• ehth-20240426.xsd (EX-101.SCH) — 2KB
• ehth-20240426_def.xml (EX-101.DEF) — 3KB
• ehth-20240426_lab.xml (EX-101.LAB) — 3KB
• ehth-20240426_pre.xml (EX-101.PRE) — 2KB
• ehth-20240426_htm.xml (XML) — 192KB

Executive Compensation

Executive Compensation 23 Current Executive Officers 23 Compensation Discussion and Analysis 24 Compensation Committee Report 44 C ompensation Tables 45 2023 Summary Compensation Table 45 2023 Grants of Plan-Based Awards 46 2023 Outstanding Equity Awards at Fiscal Year-End 47 2023 Option Exercises and Stock Vested at Fiscal Year-End 48 Non-Qualified Deferred Compensation 48 Employment Agreements, Severance Agreements and Change of Control Arrangements 48 Equity Compensation Plan Information 52 CEO Pay Ratio 52 Pay Versus Performance 54

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 58 Table of Contents Proposal 2 - Advisory Vote to Approve Executive Compensation 61 Required Vote and Board of Directors Recommendation 61 Report of the Audit Committee of the Board of Directors 62 Proposal 3 - Ratification of Independent Registered Public Accounting Firm 63 Required Vote and Board of Directors Recommendation 63 Principal Accountant Fees and Services 63 Pre-Approval Policies and Procedures 63 Proposal 4 - Approval of the eHealth, Inc. 2024 Equity Incentive Plan 64 Proposal 64 Highlights of the 2024 E quity Incentive Plan 64 Considerations of the Board of Directors in Making its Reco mmendation 65 Summary of the 2024 Equity Incentive Plan 66 F ederal Tax Aspects 73 Number of Awards Granted to Employees, Consultants, and Directors 75 Summary 75 Required Vote and Board of Directors Recommendation 75 Proposal 5 - Approval of an amendment to the eHealth, Inc. 2020 Employee Stock Purchase Plan 76 Reasons for Seeking Shareholder Approval 76 Description of the Employee Stock Purchase Plan 76 U.S. Federal Income Tax Information 79 ESPP Benefits 80 Required Vote and Board of Directors Recommendation 81 Certain Relationships and Related Transactions 82 H.I.G. Investment Agreement 82 Board Compensation 82 Indemnification Agreements and Limitation of Liability 82 Equity Award Grants 83 Policies and Procedures with Respect to Related-Party Transactions 83 Stockholder Proposals for the 2025 Annual Meeting 84 Annual Report 85

Forward-Looking Statements

Forward-Looking Statements 86 Appendix A: Reconciliation of GAAP to Non-GAAP Financial Measures A- 1 Appendix B : 2 024 Equity Incenti ve Plan B- 1 Appendix C : Amended & Restated 2020 Employee Stock Purchase Plan C- 1 Table of Contents 13620 Ranch Road 620 N, Suite A250 Austin, TX 78717 (737) 248-2340 –––––––––––––––––––––––––––– PROXY STATEMENT –––––––––––––––––––––––––––– The Board of Directors (the "Board" or "Board of Directors") of eHealth, Inc., a Delaware corporation ("we," "us," "our," the "Company" or "eHealth"), is soliciting proxies to be used at our Annual Meeting of Stockholders to be held solely via live webcast at www.virtualshareholdermeeting.com/EHTH2024 on June 12, 2024 at 9:00 a.m., Eastern Time, and for any postponement, adjournment or continuation thereof (the "Annual Meeting"). On or about April 26, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access our proxy statement and our annual report, how to vote online or by telephone and how to receive a paper copy of the proxy materials by mail. QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING Why did I receive these proxy materials? We are providing this proxy statement in connection with the solicitation by our Board of Directors of proxies to be voted at the Annual Meeting. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may vote your shares using one of the other voting methods described below. Whether or not you expect to attend the Annual Meeting, please vote your shares as soon as possible in order to ensure your representation at the Annual Meeting. Your v

View Full Filing

View this DEF 14A filing on SEC EDGAR