eHealth, Inc. (EHTH)
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AGM 2026

Jun 18, 2026

Summary

The meeting covered director elections, auditor ratification, executive compensation, and an equity plan amendment, all of which were approved by shareholders. No questions were raised during the Q&A session. Final voting results will be filed on Form 8-K.

Operator

Good morning. Welcome to eHealth's 2026 Annual Meeting of Stockholders. I will now turn the conference over to Beth A. Brooke, eHealth's Chairperson of the Board of Directors. Please go ahead.

Beth A. Brooke
Chairperson of the Board of Directors, eHealth

The operator said I'm Beth Brooke. I chair the Board of Directors of eHealth. It's my pleasure to welcome you to the company's 2026 Annual Meeting of Stockholders. It is now 9:00 A.M. on June 18th, 2026. The polls are open. We will conduct this meeting in accordance with the company's bylaws and the rules of conduct posted on the meeting web portal. I will act as chair of the meeting. I've asked Gavin Galimi, our Senior Vice President, General Counsel, and Corporate Secretary, to record the minutes of this meeting. We have posted the agenda for the meeting on the web meeting web portal. We'll begin with formal business matters, followed by a question- and- answer session. If you have a question, you may submit your question online via the meeting web portal. Please note that this meeting is being recorded.

Before proceeding, I would like to introduce and extend my thanks to the company's Directors who are with us today. Members of our Board who are in attendance in addition to myself are Todd Arden, Prama Bhatt, John Hass, Erin Russell, Fran Soistman, Dale Wolf, and Derrick Duke, who is also our Chief Executive Officer. It's my pleasure to introduce Derrick.

Derrick Duke
CEO, eHealth

Thank you, Beth. Good morning. Thank you all for joining us today. We have a few of our executive officers and employees of the company who are present today. In addition to Gavin Galimi, our Senior Vice President, General Counsel, and Corporate Secretary, we have present John Dolan, our Chief Financial Officer, and Michelle Barbeau, our Chief Revenue Officer. Also with us today are Phil Boren and Tanisha McCarthy, representatives from Ernst & Young LLP, and Beth VanDerbeck from The Carideo Group, our Inspector of Elections. With that, I will turn it back over to our chairperson to call the meeting to order.

Beth A. Brooke
Chairperson of the Board of Directors, eHealth

The 2026 Annual Meeting of Stockholders is now called to order. This meeting is being held to consider the proposals listed in the proxy statement previously delivered to the stockholders of the company. I have appropriate proof that notice of this meeting has been duly given and that the notice of Annual Meeting of Stockholders, proxy statement, and proxy card were first mailed or made available on or about April 28th, 2026, to all stockholders of record at the close of business on April 20, 2026, the record date of the meeting. In addition, Ms. VanDerbeck has signed an oath of Inspector of Elections, which will be filed with the minutes of the meeting. The Inspector of Elections has advised me that a quorum is present either by proxy or in person. The meeting is duly constituted. We will now proceed with the voting.

We will vote on the four agenda items described in the proxy statement previously provided to you. It is now 9:03 A.M. on June 18th. The polls for each matter to be voted on at this meeting are now open. If you have already voted by proxy and do not intend to change your vote, it is not necessary for you to vote again because we will count your proxy. However, for all stockholders who have not submitted a proxy or wish to change their vote, you may vote online now by clicking the Vote Here button on your screen. The first item of business is the nomination and election of two Class II director nominees. The directors elected today will hold office for three years until their respective successors are duly elected and qualified, subject to earlier resignation or removal.

The Board of Directors' nominees are Prama Bhatt and myself, Beth Brooke. The Board of Directors recommends a vote in favor of each nominee. Andrea Brimmer, who served as a Class II director, previously notified the company of her intent not to stand for re-election. She will be departing the Board at the expiration of her term, effective as of the conclusion of this annual meeting. Andrea has been a terrific member of our Board, and we thank her for her eight years of service. The second item of business is a vote on the ratification of the company's appointment of Ernst & Young LLP as its independent registered public accounting firm to audit the company's financial statements for the fiscal year ending December 31, 2026. The Board of Directors recommends a vote in favor of this proposal.

The third item of business is a vote to approve, on an advisory basis, the compensation of our named executive officers, which is commonly referred to as a say-on-pay vote. The Board of Directors recommends a vote in favor of this proposal. The fourth item of business is a vote to approve an amendment and restatement of the eHealth Amended and Restated 2024 Equity Incentive Plan to increase the maximum number of shares of common stock that may be issued thereunder by 1.3 million shares. The Board of Directors recommends a vote in favor of this proposal. The polls will close shortly. Please vote now. If you have previously submitted a proxy and do not wish to change your voting instructions, you should not vote. By voting, you will revoke your prior proxy. If you have questions concerning the proposals before the meeting, you may enter them now.

We will pause for a moment to allow stockholders with an opportunity to do so. It is now 9:06 A.M. on June 18th and the polls are now closed. I will now turn to Beth VanDerbeck, our Inspector of Elections. Ms. VanDerbeck, will you report on the vote of the matters brought before this meeting? Thank you.

Beth VanDerbeck
Inspector of Elections, The Carideo Group

Yes. I have received the preliminary voting results based on the proxies received as of the opening of the polls at today's meeting. The preliminary voting results are as follows. With regard to proposal 1, a plurality of the votes cast have been voted in favor of each of the two director nominees standing for election. With regard to proposal 2, a majority of the votes cast affirmatively or negatively have been voted in favor of the ratification of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. With regard to proposal 3, a majority of the votes cast affirmatively or negatively have been voted in favor of the compensation of the company's named executive officers.

With regard to proposal 4, a majority of the votes cast affirmatively or negatively have been voted in favor of an amendment and restatement of the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan.

Beth A. Brooke
Chairperson of the Board of Directors, eHealth

Thank you, Ms. VanDerbeck. I'm pleased to report that all the proposals that have been brought before this meeting seeking approval have been approved. This concludes the report of the preliminary voting results. All votes are subject to final count to be certified after the conclusion of this meeting. The company will report the final vote results on a Form 8-K filed with the Securities and Exchange Commission within four business days from today's meeting. This concludes the 2026 Annual Meeting of Stockholders. There being no further business, I declare that the annual meeting is adjourned. Now that the formal business of the meeting is concluded, we will be happy to take your questions. On the meeting web portal is a copy of our rules of conduct, and I ask that you follow those. Mr. Galimi, do we have any questions?

Gavin Galimi
SVP, General Counsel, and Corporate Secretary, eHealth

We have no questions.

Beth A. Brooke
Chairperson of the Board of Directors, eHealth

Since we do not have any further questions, we will now conclude this meeting. I would like to thank all of you for attending, and as always, thank you for your support of eHealth. This now concludes the meeting. Have a wonderful day.

Operator

This concludes today's call. You may now disconnect.