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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): October 24, 2022
_________________________
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.) |
| | |
| | |
| | | | | | | | |
| 214 West Huron St. | 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 October 24, 2022, the Company held a Special Meeting of Stockholders (the “Annual Meeting”). A total of 294,633,382 shares of the Company’s Class A and Class B common stock (collectively, “Common Stock”) were present in person or represented by proxy at the Annual Meeting, representing approximately 91% percent of the Company’s outstanding Common Stock as of the September 6, 2022 record date. The following are the voting results for the proposal considered and voted upon at the Special Meeting, which was described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 19, 2022.
Item 1 — To adopt and approve an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of our outstanding shares of Class A common stock and Class B common stock, at a reverse stock split ratio of 1-for-5 through 1-for-15, as determined by our Board at a later date.
| | | | | | | | | | | |
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote |
| 288,575,991 | 5,864,651 | 192,740 | 0 |
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.
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| | GOHEALTH, INC. |
| | |
| Date: | October 25, 2022 | By: | /s/ Brian Farley |
| | | Brian Farley Chief Legal Officer and Corporate Secretary |