What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-01 compared with 2021-02-26 · 67 added, 69 removed, 289 unchanged (32% of the section changed)

25 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of eHealth, Inc.

To the Stockholders and Board of Directors of eHealth, Inc.

Opinion on Internal Control over Financial Reporting

2 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

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.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2021 consolidated financial statements of the Company and our report dated March 1, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

16 unchanged sentences

Redwood City, California

February 26, 2021

March 1, 2022

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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, 2021.

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.

and all other executive officers.

We have adopted a code of ethics that applies to all employees, including our principal executive officer, Francis Soistman, principal financial officer, Christine Janofsky, and all other executive officers.

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.

A copy may also be obtained without charge by contacting investor relations, attention Senior Vice President of Investor Relations, 2625 Augustine Drive, Second Floor, Santa Clara, CA, 95054 or by calling (650) 584-2700.

We plan to post on our website at the address described above any future amendments or waivers of our Code of Conduct.

18 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.

February 26, 2021

March 1, 2022

eHealth, Inc.

FLANDERS /s/ DEREK N.

/s/ FRANCIS SOISTMAN /s/ CHRISTINE JANOFSKY

Francis Soistman

Chief Executive Officer

Christine Janofsky

Chief Financial Officer

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.

Signature Title

FLANDERS Chief Executive Officer

/s/ FRANCIS SOISTMAN Chief Executive Officer

(Principal Executive Officer) and Director

YUNG Chief Financial Officer

Yung (Principal Financial Officer)

/s/ JOHN PIERANTONI Chief Accounting Officer

John Pierantoni (Principal Accounting Officer)

Francis Soistman

/s/ CHRISTINE JANOFSKY Chief Financial Officer

Christine Janofsky (Principal Financial Officer and Principal Accounting Officer)

/s/ ANDREA BRIMMER Director

1 unchanged sentence

BROOKE Director

/s/ MICHAEL D.

GOLDBERG Director

JOHN HASS Director

/s/ RANDALL S.

LIVINGSTON Director

OLIVER III Director

/s/ ERIN RUSSELL Director

/s/ CESAR SORIANO Director

Cesar Soriano

/s/ AARON TOLSON Director

WOLF Director

2 unchanged sentences

Description of Exhibit

2.1 P urchase Agreement dated January 16, 2018 by and among eHealth, Inc., Wealth, Health and Life Advisors, LLC (d/b/a GoMedigap), WHL Advisors, Inc., Qavah Ventures, LLC, Richard Cantu, Kevin Walbrick, and Kevin Walbrick as the exclusive member representative thereunder

Current Report on Form 8-K

January 16, 2018

3.1 Amended and Restated Certificate of Incorporation of the Registrant

4 unchanged sentences

Current Report on Form 8‑K (File No.

001-33071) November 17, 2008

001-33071) December 17, 2021

3.3 Certificate of Designations of Series A Preferred Stock, par value $0.001, of eHealth, Inc.

Current Report on Form 8‑K (File No.

001-33071) May 3, 2021

4.1 Form of the Registrant’s Common Stock Certificate

3 unchanged sentences

4.2 † Description of Capital Stock

10.1* Form of Indemnification Agreement

Annual Report on Form 10-K

001-33071) March 2, 2020

10.1* Form of Indemnification Agreement entered into between the Registrant and its directors and officers

Registration Statement on

Form S-l, as amended

333-133526) April 25, 2006

10.2* † Form of Indemnification Agreement adopted in 2021

001-33071) February 26, 2021

10.2* Employment Agreement, dated May 31, 2016, between Scott N.

2 unchanged sentences

001-33071) August 8, 2016

10.4* Employment Agreement, dated July 11, 2016, between David Francis and eHealth, Inc.

Quarterly Report on Form 10-Q

001-33071) August 8, 2016

10.5* Letter Agreement, dated November 17, 2005, between Jack L.

Oliver III and eHealth, Inc.

Registration Statement on

Form S-l, as amended

333-133526) April 25, 2006

10.3* Employment Agreement, dated June 4, 2018, between Derek Yung and eHealth, Inc.

1 unchanged sentence

001-33071) August 7, 2018

10.7* Employment Agreement, dated as of February 20, 2020, between eHealthInsurance Services, Inc.

and Robert Hurley.

Current Report on Form 8-K

001-33071) February 21, 2020

10.4* Severance Agreement, dated June 5, 2020, between John Pierantoni and eHealth, Inc.

Quarterly Report on Form 10-Q

001-33071) November 8, 2021

10.5* Separation and Consulting Agreement, dated September 22, 2021, between Scott N.

Flanders and eHealth, Inc.

Quarterly Report on Form 10-Q

001-33071) November 8, 2021

10.6* Employment Agreement, dated December 13, 2021, between Fran Soistman and eHealth, Inc.

Current Report on Form 8-K (File No.

001-33071) December 17, 2021

10.7* Severance Agreement, dated as of February 10, 2021, between Timothy Hannan and eHealth, Inc.

Annual Report on Form 10-K

001-33071) February 26, 2021

10.8* Severance Agreement, dated September 19, 2021, between Christine Janof s k y and eHealth, Inc.

Quarterly Report on Form 10-Q

001-33071) November 8, 2021

10.9* Severance Agreement, dated as of February 8, 2021, between Phillip Morelock and eHealth, Inc.

Quarterly Report on Form 10-Q

001-33071) May 10, 2021

10.10 Investment Agreement, dated as of February 17, 2021, by and between eHealth, Inc.

2 unchanged sentences

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

Current Report on Form 8-K

September 19, 2018

10.10.1 Amendment No.

1 to Credit Agreement, dated October 16, 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

Quarterly Report on Form 10-Q

001-33071) August 8, 2019

10.10.2 Amendment No.

2 to Credit Agreement, dated July 2, 2019, 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

Quarterly Report on Form 10-Q

001-33071) August 8, 2019

10.10.3 Amendment No.

3 to Credit Agreement, dated December 20, 2019, 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

Current Report on Form 8-K

001-33071) December 26, 2019

10.11 Security Agreement, dated September 17, 2018, by and among eHealth, Inc., eHealthInsurance Services, Inc., PlanPrescriber, Inc., Wealth, Health and Life Advisors, LLC, and Royal Bank of Canada

Current Report on Form 8-K

September 19, 2018

10.12 Guaranty, dated September 17, 2018, by and between PlanPrescriber, Inc.

and Royal Bank of Canada

Current Report on Form 8-K

001-33071) September 19, 2018

10.11 Lease Agreement, dated March 29, 2018, between Ascentris-116b, LLC and eHealth, Inc.

152 unchanged sentences

001-33071) August 8, 2016

10.20.10* Form of Stock Unit Grant and Stock Unit Agreement under the 2014 Equity Incentive Plan of eHealth, Inc.

Quarterly Report on Form 10-Q

001-33071) August 6, 2021

10.21* Form of Deferral Election Form for Newly Eligible Individual with Existing Awards

7 unchanged sentences

001-33071) June 15, 2020

10.23* 2021 Inducement Plan

Current Report on Form 8-K (File No.

001-33071) September 23, 2021

10.23.1* Form of Notice of Stock Option Grant and Stock Option Agreement under the 2021 Inducement Plan

Current Report on Form 8-K (File No.

001-33071) September 23, 2021

10.23.2* Form of Notice of Stock Option Grant and Stock Option Agreement (Performance-Based Vesting) under the 2021 Inducement Plan

Current Report on Form 8-K (File No.

001-33071) September 23, 2021

10.23.3* Form of Notice of Stock Unit Grant and Stock Unit Agreement under the 2021 Inducement Plan

Current Report on Form 8-K (File No.

001-33071) September 23, 2021

10.23.4* Form of Notice of Stock Unit Grant and Stock Unit Agreement (Performance-Based) Vesting under the 2021 Inducement Plan

Current Report on Form 8-K (File No.

001-33071) September 23, 2021

21.1 List of Subsidiaries

2 unchanged sentences

23.1 † Consent of Independent Registered Public Accounting Firm

31.1 † Certification of Scott N.

Flanders, Chief Executive Officer of eHealth, Inc., pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 † Certification of Derek N.

Yung, Chief Financial Officer of eHealth, Inc., pursuant to Exchange Act Rule 13a‑14(a) and 15d‑14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 ‡ Certification of Scott N.

Flanders, Chief Executive Officer of eHealth, Inc., pursuant to 18 U.S.C.

31.1 † Certification of Francis Soistman, Chief Executive Officer of eHealth, Inc., pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 † Certification of Christine Janofsky, Chief Financial Officer of eHealth, Inc., pursuant to Exchange Act Rule 13a‑14(a) and 15d‑14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 ‡ Certification of Francis Soistman Chief Executive Officer of eHealth, Inc., pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 ‡ Certification of Derek N.

Yung, Chief Financial Officer of eHealth, Inc., pursuant to 18 U.S.C.

32.2 ‡ Certification of Christine Janofsky, Chief Financial Officer of eHealth, Inc., pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

10 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.

What changed 10-K

Item 9A. Controls and Procedures