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Get filing alertseHealth shareholders approve 1.3M share equity plan expansion with 76% support
Filed June 25, 2026 · Period ending June 18, 2026 · ~1 min read
Key Changes
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high
Shareholders approved expanding the 2024 equity plan by 1.3M shares (76.2% for, 23.8% against/abstain), increasing dilution capacity for employee compensation and retention.
Item 5.02 verify on EDGAR → -
medium
Directors Prama Bhatt and Beth A. Brooke elected to three-year terms with 87.1% and 82.3% support respectively.
Item 5.07 verify on EDGAR → -
medium
Say-on-pay vote passed with 86.0% approval (14.0% opposition), within normal ranges for executive compensation advisory votes.
Item 5.07 verify on EDGAR → -
low
Ernst & Young ratified as auditor for 2026 with 94.8% support.
Item 5.07 verify on EDGAR →
Summary
eHealth held its annual meeting on June 18, 2026, with shareholders voting on routine governance matters and one material equity compensation decision. The meeting achieved an 83.2% quorum, representing 29.9 million of 36.0 million total votes (including both common shares and Series A preferred stock carrying enhanced voting rights).
The most significant outcome was shareholder approval of a 1.3 million share expansion to the 2024 equity plan. While the proposal passed, the 23.8% opposition level (combining against votes and abstentions) indicates meaningful shareholder concern about dilution.
This expansion gives management additional capacity to grant stock-based compensation to employees, which could help with retention but will dilute existing shareholders. The company's capital structure includes 31.5 million common shares and 2.25 million preferred shares with approximately 1.97 votes per share. Other matters passed with strong support: director elections received 82-87% approval, say-on-pay passed with 86% (a healthy result), and auditor ratification received 95% support. These outcomes reflect normal, uncontested governance votes with no material concerns.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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.
Shareholders voted to expand the company's equity compensation pool by 1,300,000 shares. This increases the total shares available for employee stock grants, options, and other equity awards under the 2024 plan. The approval gives management additional capacity to compensate and retain employees through equity-based incentives.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
eHealth held its annual meeting on June 18, 2026, with shareholders approving director elections, auditor ratification, executive compensation, and equity plan expansion.
Added in current filing · verify on EDGAR →
Prama Bhatt 18,471,6332,729,7488,715,413
Beth A. Brooke 17,453,0213,748,3608,715,413
Shareholders elected two Class II directors for three-year terms. Prama Bhatt received 18,471,633 votes for (87.1% of votes cast, 51.4% of shares outstanding) with 2,729,748 withheld. Beth A. Brooke received 17,453,021 votes for (82.3% of votes cast, 48.5% of shares outstanding) with 3,748,360 withheld. Both elections passed with strong support.
Added in current filing · verify on EDGAR →
18,199,2381,375,7031,626,4408,715,413
Shareholders approved executive compensation on an advisory basis. The proposal received 18,199,238 votes for (86.0% of votes cast, 50.6% of shares outstanding), 1,375,703 against, and 1,626,440 abstentions. The 14.0% opposition (against plus abstentions as a percentage of votes cast excluding broker non-votes) is within normal ranges for say-on-pay votes.
Added in current filing · verify on EDGAR →
16,122,5733,457,0221,621,7868,715,413
Shareholders approved an amendment to increase the 2024 Equity Incentive Plan by 1,300,000 shares. The proposal received 16,122,573 votes for (76.2% of votes cast, 44.8% of shares outstanding), 3,457,022 against, and 1,621,786 abstentions. The 23.8% opposition (against plus abstentions as a percentage of votes cast excluding broker non-votes) indicates notable shareholder concern about dilution, though the proposal passed.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
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.
The annual meeting achieved a quorum of 83.19% of total voting power. The company has 31,532,924 common shares outstanding and 2,250,000 Series A preferred shares, with the preferred shares carrying 4,425,692 votes (approximately 1.97 votes per preferred share), giving total voting power of 35,958,616 votes.
Added in current filing · verify on EDGAR →
28,357,14143,0171,516,636
Shareholders ratified Ernst & Young LLP as the independent auditor for fiscal year 2026. The proposal received 28,357,141 votes for (94.8% of votes cast, 78.9% of shares outstanding), 43,017 against, and 1,516,636 abstentions, reflecting overwhelming approval.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 3, 2026 · How we verify