8-K

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): May 23, 2023

_________________________

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 May 23, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 19,307,696 shares of the Company’s Preferred Stock and Class A and Class B common stock (collectively, “Stock”) were present in person or represented by proxy at the Annual Meeting, representing approximately 74% percent of the Company’s outstanding Stock as of the March 28, 2023 record date. 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 11, 2023.

Item 1 — Election of three Class III directors for a term of office expiring on the date of the annual meeting of stockholders to be held in 2026 and until their respective successors have been duly elected and qualified.

	Votes FOR	Votes WITHHELD	Broker Non-Votes
Clinton P. Jones	16,476,370	206,338	2,624,988
Jeremy W. Gelber	16,482,346	200,362	2,624,988
Karolina H. Hilu	16,668,150	14,558	2,624,988

Item 2 — Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
19,286,046	12,192	9,458	0

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

Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
16,604,620	73,103	4,985	2,624,988

Based on the foregoing voting results, Clinton P. Jones, Jeremy W. Gelber, and Karolina H. Hilu were elected as Class III directors and Items 2 and 3 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:	May 25, 2023	By:	/s/ Brian Farley
			Brian Farley Chief Legal Officer

XML

Cover	May 23, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 23, 2023
Entity Registrant Name	GoHealth, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39390
Entity Tax Identification Number	85-0563805
Entity Address, Address Line One	214 West Huron St.
Entity Address, City or Town	Chicago,
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60654
City Area Code	312
Local Phone Number	386-8200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock,$0.0001 par value per share
Trading Symbol	GOCO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001808220
Amendment Flag	false