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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-01 · 33 added, 46 removed, 185 unchanged (30% of the section changed)

1 unchanged sentence

Evaluation of Our Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Annual Report on Form 10-K.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K.

Based on management’s evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the guidelines established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

12 unchanged sentences

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.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.

These inherent limitations include the

realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

3 unchanged sentences

Report of Independent Registered Public Accounting Firm

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

To the Stockholders and the 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, 2023, 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 2022 consolidated financial statements of the Company and our report dated March 1, 2023 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 2023 consolidated financial statements of the Company and our report dated February 29, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

15 unchanged sentences

/s/ Ernst & Young LLP

San Mateo, California

March 1, 2023

San Francisco, California

February 29, 2024

OTHER INFORMATION

Securities Trading Plans of Directors and Executive Officers

During our fiscal quarter ended December 31, 2023, no director or officer, as defined in Rule 16a-1(f) of the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

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, 2022.

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, 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.

The information concerning our directors, executive officers, compliance with Section 16(a) of the Exchange Act, 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, 2023.

EXECUTIVE COMPENSATION

17 unchanged sentences

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

February 29, 2024

eHealth, Inc.

3 unchanged sentences

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 March 1, 2023.

Signature Title

10 unchanged sentences

JOHN HASS Director

/s/ RANDALL S.

LIVINGSTON Director

RUSSELL Director

41 unchanged sentences

001-33071) December 17, 2021

10.6* 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

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

Quarterly Report on Form 10-Q

001-33071) November 8, 2021

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

Quarterly Report on Form 10-Q

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) May 6, 2022

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.

Annual Report on Form 10-K

001-33071) March 1, 2023

Severance Agreement, dated October 20, 2022 between John Stelben and eHealth, Inc.

Annual Report on Form 10-K

001-33071) March 1, 2023

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

5 unchanged sentences

Amended and Restated 2014 Equity Incentive Plan

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

333-196675) June 11, 2014

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

333-196675) June 11, 2014

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

November 8, 2022

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

Registration Statement on

3 unchanged sentences

333-196675) June 11, 2014

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

Quarterly Report on Form 10-Q

001-33071) August 8, 2023

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

Quarterly Report on Form 10-Q

001-33071) August 8, 2023

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

Quarterly Report on Form 10-Q

001-33071) August 9, 2021

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

1 unchanged sentence

333-196675) June 11, 2014

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

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

10 unchanged sentences

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

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

Current Report on Form 8-K

001-33071) September 23, 2021

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

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

Current Report on Form 8-K

001-33071) September 23, 2021

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

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

13 unchanged sentences

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

† Compensation Recovery Policy

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

9 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