17 unchanged sentences
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
−Removed: Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be
−Removed: considered relative to their costs.
+Added: Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
10 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2019 consolidated financial statements of the Company and our report dated March 2, 2020 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2020 consolidated financial statements of the Company and our report dated February 26, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
16 unchanged sentences
Redwood City, California
−Removed: March 2, 2020
+Added: February 26, 2021
OTHER INFORMATION
1 unchanged sentence
The information concerning our directors, executive officers, compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and corporate governance required by this Item 10 of Form 10-K is incorporated by reference from the information contained in the Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected to be filed within 120 days after our fiscal year ended December 31, 2020.
−Removed: We have adopted a code of ethics that applies to all employees, including our principal executive officer, Scott Flanders, principal financial officer, Derek Yung, and all other executive officers.
−Removed: The code of ethics is available on the about us/investor relations/corporate governance page of our website at www.eHealth.com .
+Added: We have adopted a code of ethics that applies to all employees, including our principal executive officer, Scott Flanders, principal financial officer, Derek Yung, principal accounting officer, John Pierantoni.
+Added: and all other executive officers.
+Added: The code of ethics is available on the governance page of our website at ir.ehealthinsurance.com .
A copy may also be obtained without charge by contacting investor relations, attention Vice President of Investor Relations, 2625 Augustine Drive, Second Floor, Santa Clara, CA, 95054 or by calling (650) 584-2700.
19 unchanged sentences
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: March 2, 2020
+Added: February 26, 2021
eHealth, Inc.
+Added: FLANDERS /s/ DEREK N.
Chief Executive Officer
Chief Financial Officer
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 2, 2020 .
−Removed: Chief Executive Officer
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 26, 2021.
+Added: Signature Title
+Added: FLANDERS Chief Executive Officer
(Principal Executive Officer) and Director
−Removed: Chief Financial Officer
−Removed: (Principal Financial and Accounting Officer)
−Removed: /s/ ANDREA BRIMMER
+Added: YUNG Chief Financial Officer
+Added: Yung (Principal Financial Officer)
+Added: /s/ JOHN PIERANTONI Chief Accounting Officer
+Added: John Pierantoni (Principal Accounting Officer)
+Added: /s/ ANDREA BRIMMER Director
Andrea Brimmer
+Added: BROOKE Director
/s/ MICHAEL D.
+Added: GOLDBERG Director
/s/ RANDALL S.
+Added: LIVINGSTON Director
+Added: OLIVER III Director
+Added: WOLF Director
EXHIBIT INDEX
−Removed: Incorporation by Reference Herein
+Added: Number Incorporation by Reference Herein
Description of Exhibit
14 unchanged sentences
4.2 Description of Capital Stock
+Added: Annual Report on Form 10-K
+Added: 001-33071) March 2, 2020
10.1* Form of Indemnification Agreement entered into between the Registrant and its directors and officers
2 unchanged sentences
333-133526) April 25, 2006
+Added: 10.2* † Form of Indemnification Agreement adopted in 2021
10.3* Employment Agreement, dated May 31, 2016, between Scott N.
5 unchanged sentences
001-33071) August 8, 2016
−Removed: Form of Severance Letter with Robert Hurley
−Removed: Quarterly Report on Form 10-Q
−Removed: August 8, 2016
10.5* Letter Agreement, dated November 17, 2005, between Jack L.
−Removed: Oliver III and the Registrant
+Added: Oliver III and eHealth, Inc.
Registration Statement on
4 unchanged sentences
001-33071) August 7, 2018
+Added: 10.7* Employment Agreement, dated as of February 20, 2020, between eHealthInsurance Services, Inc.
+Added: and Robert Hurley.
+Added: Current Report on Form 8-K
+Added: 001-33071) February 21, 2020
+Added: 10.8* † Severance Agreement, dated as of February 10, 2021 , between Timothy Hannan and eHealth, Inc.
+Added: 10.9 Investment Agreement, dated as of February 17, 2021, by and between eHealth, Inc.
+Added: and Echelon Health SPV, LP
+Added: Current Report on Form 8-K (File No.
+Added: 001-33071) February 18, 2021
10.10 Credit Agreement, dated September 17, 2018, by and among eHealth, Inc., eHealthInsurance Services, Inc., Wealth, Health and Life Advisors, LLC, PlanPrescriber, Inc., Royal Bank of Canada and other lenders identified therein
36 unchanged sentences
Current Report on Form 8‑K
+Added: 001-33071) May 21, 2009
10.15.2 Second Amendment to Lease Agreement, effective as of August 5, 2010 between eHealth Insurance Services, Inc.
37 unchanged sentences
001-33071) February 4, 2020
+Added: 10.16.8 Twelfth Amendment to Lease and Acknowledgment to Standard Lease Agreement (Office), dated August 28, 2020, between Carlsen Investments, LLC and eHealthInsurance Services, Inc.
+Added: Quarterly Report on Form 10-Q
+Added: 001-33071) November 5, 2020
10.17 Office Lease Contract, effective as of September 1, 2019, between eHealth China (Xiamen) Technology Co., Ltd and Xiamen Software Industry Investment & Development Co.
15 unchanged sentences
Current Report on Form 8-K (File No.
+Added: 001-33071) May 29, 2013
10.18.2 Sublease, dated November 2, 2018, between JJ Lake Corporation and eHealth, Inc.
28 unchanged sentences
Current Report on Form 8-K
+Added: 001-33071) June 7, 2019
10.20.1 Office Lease, dated June 3, 2019, between Precedent Lakeside Acquisitions, LLC and eHealthInsurance Services, Inc.
Current Report on Form 8-K
+Added: 001-33071) June 7, 2019
10.20.2 Consent to Sublease, dated June 3, 2019, between Home Point Financial Corporation, eHealthInsurance Services, Inc.
1 unchanged sentence
Current Report on Form 8-K
+Added: 001-33071) June 7, 2019
10.21* Executive Bonus Plan
1 unchanged sentence
001-33071) November 7, 2017
−Removed: eHealth, Inc.
−Removed: Performance Bonus Plan
−Removed: Definitive Proxy Statement on Schedule 14A (File No.
−Removed: April 28, 2014
−Removed: 2006 Equity Incentive Plan of the Registrant, as amended and restated June 15, 2010
−Removed: Current Report on Form 8‑K (File No.
−Removed: June 21, 2010
−Removed: Form of Notice of Stock Option Grant and Stock Option Agreement under the 2006 Equity Incentive Plan of the Registrant
−Removed: Annual Report on Form 10-K (File No.
−Removed: March 21, 2007
−Removed: Form of Notice of Stock Option Grant and Stock Option Agreement (Initial Director Grant) under the 2006 Equity Incentive Plan of the Registrant
−Removed: Annual Report on Form 10-K (File No.
−Removed: March 21, 2007
−Removed: Form of Notice of Stock Option Grant and Stock Option Agreement (Annual Director Grant) under the 2006 Equity Incentive Plan of the Registrant
−Removed: Annual Report on Form 10-K (File No.
−Removed: March 21, 2007
−Removed: Form of Notice of Stock Unit Grant and Stock Unit Agreement under the 2006 Equity Incentive Plan of the Registrant
−Removed: Annual Report on Form 10-K (File No.
−Removed: March 21, 2007
−Removed: Form of Notice of Initial Outside Director Stock Unit Grant Under the 2006 Equity Incentive Plan of the Registrant
−Removed: Annual Report on Form 10-K (File No.
−Removed: March 13, 2009
−Removed: Form of Notice of Annual Outside Director Stock Unit Grant Under the 2006 Equity Incentive Plan of the Registrant
−Removed: Annual Report on Form 10-K (File No.
−Removed: March 13, 2009
−Removed: Form of Outside Director Stock Unit Agreement
−Removed: Annual Report on Form 10-K (File No.
−Removed: March 13, 2009
−Removed: Form of Notice of Stock Unit Grant and Stock Unit Agreement (Performance-Based Vesting) under the 2006 Equity Incentive Plan of the Registrant
−Removed: Quarterly Report on Form 10-Q (File No.
−Removed: Form of Notice of Stock Unit Grant and Stock Unit Agreement (Performance-Based Vesting) under the 2006 Equity Incentive Plan of the Registrant
−Removed: Quarterly Report on Form 10-Q (File No.
10.22* Amended and Restated 2014 Equity Incentive Plan
40 unchanged sentences
001-33071) November 6, 2015
−Removed: Employment Agreement, dated as of February 20, 2020, between eHealthInsurance Services, Inc.
−Removed: and Robert Hurley.
−Removed: Current Report on Form 8-K
−Removed: February 21, 2020
+Added: 10.24* 2020 Employee Stock Purchase Plan
+Added: Current Report on Form 8-K (File No.
+Added: 001-33071) June 15, 2020
21.1 List of Subsidiaries
12 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, formatted in Inline XBRL
+Added: 101.INS † Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
+Added: 101.SCH † Inline XBRL Taxonomy Extension Schema Document
+Added: 101.CAL † Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.DEF † Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: 101.LAB † Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: 101.PRE † Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 104 The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, formatted in Inline XBRL and contained in Exhibit 101
† Filed herewith.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.