What changed in this filing

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Item 9A. Controls and Procedures

2023-03-01 compared with 2022-03-01 · 68 added, 193 removed, 163 unchanged (62% of the section changed)

48 unchanged sentences

/s/ Ernst & Young LLP

Redwood City, California

San Mateo, California

March 1, 2023

4 unchanged sentences

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, 2022.

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.

We have adopted a code of ethics that applies to all employees, including our principal executive officer, Francis Soistman, principal financial officer, John Stelben, 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 Senior 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, Suite 150, Santa Clara, CA, 95054 or by calling (877) 456-7180.

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

17 unchanged sentences

FORM 10-K SUMMARY

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.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 1, 2023

eHealth, Inc.

/s/ FRANCIS SOISTMAN /s/ CHRISTINE JANOFSKY

/s/ FRANCIS SOISTMAN /s/ JOHN STELBEN

Francis Soistman

Chief Executive Officer

Christine Janofsky

Chief Financial Officer

4 unchanged sentences

Francis Soistman

/s/ CHRISTINE JANOFSKY Chief Financial Officer

Christine Janofsky (Principal Financial Officer and Principal Accounting Officer)

/s/ ANDREA BRIMMER Director

Andrea Brimmer

/s/ JOHN STELBEN Chief Financial Officer

John Stelben (Principal Financial Officer)

/s/ JOHN DOLAN Chief Accounting Officer

John Dolan (Principal Accounting Officer)

/s/ ANDREA C.

BRIMMER Director

BROOKE Director

2 unchanged sentences

LIVINGSTON Director

/s/ ERIN RUSSELL Director

/s/ CESAR SORIANO Director

Cesar Soriano

/s/ AARON TOLSON Director

RUSSELL Director

SORIANO Director

TOLSON Director

WOLF Director

4 unchanged sentences

Registration Statement on

Form S-l, as amended

Form S-1, as amended

333-133526) April 25, 2006

3.2 Amended and Restated Bylaws of the Registrant

Current Report on Form 8‑K (File No.

Current Report on Form 8‑K

001-33071) December 19, 2022

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.

Current Report on Form 8‑K

001-33071) May 3, 2021

1 unchanged sentence

Registration Statement on

Form S-l, as amended

Form S-1, as amended

333-133526) June 28, 2006

4.2 Description of Capital Stock

10.1* Form of Indemnification Agreement

Annual Report on Form 10-K

March 1, 2022

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

and Echelon Health SPV, LP

Current Report on Form 8-K

001-33071) February 18, 2021

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

Flanders and eHealth, Inc.

Quarterly Report on Form 10-Q

001-33071) August 8, 2016

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

Quarterly Report on Form 10-Q

10.2 Credit Agreement, dated February 28, 2022, by and among eHealth, Inc., Blue Torch Finance LLC and the other lenders identified therein.

Current Report on Form 8-K

001-33071) February 28, 2022

10.2.1 First Amendment to Credit Agreement, dated August 16, 2022, by and among eHealth, Inc., Blue Torch Finance LLC and the lenders identified therein.

Current Report on Form 8-K

001-33071) August 22, 2022

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.

10.3* Form of Indemnification Agreement

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.

10.4* Executive Bonus Plan

Quarterly Report on Form 10-Q

001-33071) November 7, 2017

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

Current Report on Form 8-K

001-33071) December 17, 2021

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

1 unchanged sentence

001-33071) May 10, 2021

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

and Echelon Health SPV, LP

Current Report on Form 8-K (File No.

001-33071) February 18, 2021

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

Current Report on Form 8-K

001-33071) April 2, 2018

10.12 Lease Agreement, dated April 25, 2018, between Augustine Bowers LLC and eHealthInsurance Services, Inc.

Current Report on Form 8-K

001-33071) April 30, 2018

10.12.1 First Amendment to Lease, dated August 19, 2019, between Augustine Bowers LLC and eHealthInsurance Services, Inc.

Current Report on Form 8-K (File No.

001-33071) August 21, 2019

10.13 Lease Agreement, dated May 2004, between eHealthInsurance Services, Inc.

and Brian Avery, Trustee of the 1983 Avery Investments Trust, as amended

Registration Statement on Form S-l, as amended (File No.

333-133526) April 25, 2006

10.13.1 First Amendment to Lease Agreement, effective as of May 15, 2009, between eHealthInsurance Services, Inc.

and Brian Avery, Trustee of the 1983 Avery Investments Trust

Current Report on Form 8‑K

001-33071) May 21, 2009

10.13.2 Second Amendment to Lease Agreement, effective as of August 5, 2010 between eHealth Insurance Services, Inc.

and Brian Avery, Trustee of the 1983 Avery Investments Trust

Current Report on Form 8‑K

001-33071) August 18, 2010

10.13.3 Third Amendment to Lease Agreement, effective as of July 8, 2011, between eHealthInsurance Services, Inc.

and Brian Avery, Trustee of the 1983 Avery Generations Trust

Current Report on Form 8-K

001-33071) July 12, 2011

10.13.4 Fourth Amendment to Lease Agreement, effective as of July 13, 2018, between eHealthInsurance Services, Inc.

and Brian Avery, Trustee of the 1983 Avery Investments Trust

10.7* Severance Agreement, dated September 19, 2021, between Christine Janofsky and eHealth, Inc.

Quarterly Report on Form 10-Q

001-33071) November 8, 2021

10.14 Standard Lease Agreement, dated June 10, 2004, between eHealthInsurance Services, Inc.

and Gold Pointe E LLC, as amended

Registration Statement on

Form S-l, as amended

333-133526) April 25, 2006

10.14.1 Fourth Amendment to Standard Lease Agreement (Office), effective as of November 6, 2007, between eHealthInsurance Services, Inc.

and Carlsen Investments, LLC

Current Report on Form 8-K

001-33071) November 7, 2007

10.14.2 Sixth Amendment to Lease and Acknowledgment to Standard Lease Agreement, dated August 29, 2012, between Carlsen Investments, LLC and eHealthInsurance Services, Inc.

Current Report on Form 8-K

001-33071) August 31, 2012

10.14.3 Seventh Amendment to Lease and Acknowledgment to Standard Lease Agreement, dated August 6, 2014, between Carlsen Investments, LLC and eHealthInsurance Services, Inc.

10.8* Severance Agreement, dated February 22, 2022 between Roman Rariy and eHealth, Inc.

Quarterly Report on Form 10-Q

001-33071) August 8, 2014

10.14.4 Eighth Amendment to Standard Lease Agreement (Officer) and Partial Termination of Lease dated June 23, 2016 between Carlsen Investments, LLC and eHealthInsurance Services, Inc.

Current Report on Form 8-K

001-33071) June 28, 2016

10.14.5 Ninth Amendment to Lease and Acknowledgment to Standard Lease Agreement (Office) dated August 17, 2016 between Carlsen Investments, LLC and eHealthInsurance Services, Inc.

Current Report on Form 8-K

001-33071) August 22, 2016

10.14.6 Tenth Amendment to Lease and Acknowledgment to Standard Lease Agreement (Office) between Carlsen Investments, LLC and eHealthInsurance Services, Inc.

Current Report on Form 8-K

001-33071) April 12, 2019

10.14.7 Eleventh Amendment to Lease and Acknowledgment to Standard Lease Agreement (Office) between Carlsen Investments, LLC and eHealthInsurance Services, Inc.

Current Report on Form 8-K

001-33071) February 4, 2020

10.14.8 Twelfth Amendment to Lease and Acknowledgment to Standard Lease Agreement (Office), dated August 28, 2020, between Carlsen Investments, LLC and eHealthInsurance Services, Inc.

001-33071) May 6, 2022

10.8.1* Sign-on and Retention Bonus Repayment Agreement, dated February 22, 2022, between Roman Rariy and eHealth, Inc.

Quarterly Report on Form 10-Q

001-33071) November 5, 2020

10.15 Office Lease Contract, effective as of September 1, 2019, between eHealth China (Xiamen) Technology Co., Ltd and Xiamen Software Industry Investment & Development Co.

Current Report on Form 8-K (File No.

001-33071) September 6, 2019

10.15.1 Property Management Service Contract, effective as of September 1, 2019, between eHealth China (Xiamen) Technology Co., Ltd and Xiamen Software Industry Investment & Development Co.

Current Report on Form 8-K (File No.

001-33071) September 6, 2019

10.15.2 Office Lease Contract, effective as of September 15, 2019, between eHealth China (Xiamen) Technology Co., Ltd and Xiamen Software Industry Investment & Development Co.

Current Report on Form 8-K (File No.

001-33071) September 6, 2019

10.15.3 Property Management Service Contract, effective as of September 15, 2019, between eHealth China (Xiamen) Technology Co., Ltd and Xiamen Software Industry Investment & Development Co.

Current Report on Form 8-K (File No.

001-33071) September 6, 2019

10.16 Lease Agreement, dated March 23, 2012, between 340 Middlefield, LLC and eHealth, Inc.

Current Report on Form 8-K (File No.

001-33071) March 27, 2012

10.16.1 First Amendment to Lease Agreement, effective as of May 28, 2013, between 340 Middlefield, LLC and eHealth, Inc.

Current Report on Form 8-K (File No.

001-33071) May 6, 2022

10.16.2 Sublease, dated November 2, 2018, between JJ Lake Corporation and eHealth, Inc.

Current Report on Form 8-K (File No.

001-33071) November 30, 2018

10.16.3 Consent to Sublease, dated November 27, 2018, by and among 340 Middlefield, LLC, JJ Lake Corporation and eHealth, Inc.

Current Report on Form 8-K (File No.

001-33071) November 30, 2018

10.17 Office Lease, dated May 7, 2012, between Lake Pointe Three, LC, and eHealthInsurance Services, Inc.

Quarterly Report on Form 10-Q (File No.

001-33071) August 9, 2012

10.17.1 Subordination, Non-Disturbance and Attornment Agreement dated as September 14, 2016 by and among Deutsche Bank, AG, SLC Lake Pointe Equities LLC and eHealthInsurance Services, Inc.

10.9* † Severance Agreement, dated September 29, 2022 between Gavin Galimi and eHealth, Inc.

10.10* † Severance Agreement, da ted October 20 , 2022 between John Stelben and eHealth, Inc.

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

Quarterly Report on Form 10-Q

001-33071) November 6, 2015

10.17.2 Amendment No.

1 to Lease, dated August 17, 2017, between SLC Lake Pointe SPE LLC and eHealthInsurance Services, Inc.

Current Report on Form 8-K

001-33071) August 22, 2017

10.17.3 Amendment No.

2 to Lease, dated December 12, 2017, between SLC Lake Pointe SPE LLC and eHealthInsurance Services, Inc.

Annual Report on Form 10-K (File No.

001-33071) March 19, 2018

10.17.4 Amendment No.

3 to Lease, dated March 20, 2019, between SLC Lake Pointe SPE LLC and eHealthInsurance Services, Inc.

Current Report on Form 8-K

001-33071) March 26, 2019

10.17.5 Amendment No.

4 to Lease, dated November 19, 2019, between SLC Lake Pointe SPE LLC and eHealthInsurance Services, Inc.

Current Report on Form 8-K

001-33071) November 19, 2019

10.18 Sublease Agreement, dated June 3, 2019, between Home Point Financial Corporation and eHealthInsurance Services, Inc.

Current Report on Form 8-K

001-33071) June 7, 2019

10.18.1 Office Lease, dated June 3, 2019, between Precedent Lakeside Acquisitions, LLC and eHealthInsurance Services, Inc.

Current Report on Form 8-K

001-33071) June 7, 2019

10.18.2 Consent to Sublease, dated June 3, 2019, between Home Point Financial Corporation, eHealthInsurance Services, Inc.

and Precedent Lakeside Acquisitions, LLC.

Current Report on Form 8-K

001-33071) June 7, 2019

10.19* Executive Bonus Plan

10.12* Form of Deferral Election Form for Eligible Individual for Award to be Granted in the Next Calendar Year

Quarterly Report on Form 10-Q

1 unchanged sentence

10.13* Amended and Restated 2014 Equity Incentive Plan

Current Report on Form 8-K

001-33071) June 14, 2019

10.20.1* Form of Notice of Stock Option Grant and Stock Option Agreement under the 2014 Equity Incentive Plan of the Registrant

Registration Statement on

Form S-8 (File No.

333-196675) June 11, 2014

10.20.2* Form of Notice of Stock Unit Grant and Stock Unit Agreement under the 2014 Equity Incentive Plan of the Registrant

Current Report on Form 10-Q

001-33071) November 8, 2022

10.13.1* Form of Notice of Stock Option Grant and Stock Option Agreement under the Amended and Restated 2014 Equity Incentive Plan

Registration Statement on

Form S-8 (File No.

333-196675) June 11, 2014

10.20.3* Form of Notice of Stock Unit Grant and Stock Unit Agreement (Initial Director Grant) under the 2014 Equity Incentive Plan of the Registrant

10.13.2* Form of Notice of Stock Unit Grant and Stock Unit Agreement under the Amended and Restated 2014 Equity Incentive Plan

Quarterly Report on Form 10-Q

001-33071) August 9, 2021

10.13.3* Form of Notice of Stock Unit Grant and Stock Unit Agreement (Initial Director Grant) under the 2014 Amended and Restated Equity Incentive Plan

Registration Statement on

Form S-8 (File No.

333-196675) June 11, 2014

10.20.4* Form of Notice of Stock Unit Grant and Stock Unit Agreement (Annual Director Grant) under the 2014 Equity Incentive Plan of the Registrant

10.13.4* Form of Notice of Stock Unit Grant and Stock Unit Agreement (Annual Director Grant) under the Amended and Restated 2014 Equity Incentive Plan

Registration Statement on

Form S-8 (File No.

333-196675) June 11, 2014

10.20.5 Form of Notice of Stock Option Grant and Stock Option Agreement (People’s Republic of China) under the 2014 Equity Incentive Plan of the Registrant

10.13.5* Form of Notice of Stock Option Grant and Stock Option Agreement (People’s Republic of China) under the Amended and Restated 2014 Equity Incentive Plan

Registration Statement on

Form S-8 (File No.

333-196675) June 11, 2014

10.20.6 Form of Notice of Stock Unit Grant and Stock Unit Agreement (People’s Republic of China) under the 2014 Equity Incentive Plan of the Registrant

10.13.6* Form of Notice of Stock Unit Grant and Stock Unit Agreement (People’s Republic of China) under the Amended and Restated 2014 Equity Incentive Plan

Registration Statement on

Form S-8 (File No.

333-196675) June 11, 2014

10.20.7* Form of Notice of Stock Unit Grant and Stock Unit Agreement (Performance-Based Vesting) under the 2014 Equity Incentive Plan of the Registration

10.13.7* Form of Notice of Stock Unit Grant and Stock Unit Agreement (Performance-Based Vesting) under the Amended and Restated 2014 Equity Incentive Plan

Current Report on Form 8-K

001-33071) March 23, 2015

10.20.8* Form of Notice of Stock Option Grant and Stock Option Agreement (Performance-Based Vesting) under the 2014 Equity Incentive Plan of eHealth, Inc.

Quarterly Report on Form 10-Q

001-33071) August 8, 2016

10.20.9* Form of Notice of Stock Unit Grant and Stock Unit Agreement (Performance-Based Vesting) under the 2014 Equity Incentive Plan of eHealth, Inc.

10.13.8* Form of Notice of Stock Option Grant and Stock Option Agreement (Performance-Based Vesting) under the Amended and Restated 2014 Equity Incentive Plan

Quarterly Report on Form 10-Q

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.

10.13.9* Form of Notice of Stock Unit Grant and Stock Unit Agreement (Performance-Based Vesting) under the Amended and Restated 2014 Equity Incentive Plan

Quarterly Report on Form 10-Q

001-33071) August 8, 2016

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

Quarterly Report on Form 10-Q

001-33071) November 6, 2015

10.21.1* Form of Deferral Election Form for Eligible Individual for Award to be Granted in the Next Calendar Year

Quarterly Report on Form 10-Q

001-33071) November 6, 2015

10.14* 2020 Employee Stock Purchase Plan

Current Report on Form 8-K (File No.

Current Report on Form 8-K

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.

10.15* Amended and Restated 2021 Inducement Plan

Current Report on Form 8-K

001-33071) October 5, 2022

10.15.1* Form of Notice of Stock Option Grant and Stock Option Agreement under the Amended and Restated 2021 Inducement Plan

Current Report on Form 8-K

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.

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

Current Report on Form 8-K

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.

10.15.3* Form of Notice of Stock Unit Grant and Stock Unit Agreement under the Amended and Restated 2021 Inducement Plan

Current Report on Form 8-K

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.

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

Current Report on Form 8-K

001-33071) September 23, 2021

21.1 List of Subsidiaries

Annual Report on Form 10-K (File No.

Annual Report on Form 10-K

001-33071) March 19, 2018

1 unchanged sentence

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

31.2 † Certification of J ohn Stelben , 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 Christine Janofsky, Chief Financial Officer of eHealth, Inc., pursuant to 18 U.S.C.

32.2 ‡ Certification of J ohn Stelben , 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