8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): February 3, 2023

EHEALTH, INC.

(Exact Name of Registrant as Specified in its Charter)

2625 AUGUSTINE DRIVE, SUITE 150

SANTA CLARA, CA 95054

(Address of principal executive offices)    (Zip Code)

(650) 210-3150

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On February 3, 2023, Randall S. Livingston, a director of eHealth, Inc. (the “Company”), notified the Company of his intention not to stand for re-election as a director of the Company upon the expiration of his current term at the Company’s 2023 Annual Meeting of Stockholders. Mr. Livingston’s decision was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On February 8, 2023, the Company issued a press release announcing Mr. Livingston's decision not to stand for re-election. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d)    Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

PRESS RELEASE

Randall Livingston to Transition from eHealth Board of Directors

SANTA CLARA, Calif., February 8, 2023 – eHealth, Inc. (Nasdaq: EHTH), a leading private online health insurance marketplace, today announced that Randall Livingston will not stand for re-election to the Board of Directors and will step down when his current term expires at the Company’s 2023 annual meeting of shareholders.

“It has been an honor to serve on the eHealth Board of Directors over the past 14 years with my fellow Directors, past and present. I have also enjoyed the opportunity to work with Fran Soistman since he joined eHealth in November 2021 as CEO,” stated Randall Livingston. “I’ve been with eHealth through many phases of growth and am particularly pleased with the Company’s progress with the strategic transformation efforts as well as the financial performance improvements. Although I believe the time is right to transition from the Board so I can pursue other interests, I remain excited and optimistic about the Company’s future under Fran’s capable leadership.”

“Randy has been a valuable member of eHealth’s board of directors since he joined in 2008,” said Fran Soistman, CEO and Director at eHealth. “We have benefitted from Randy’s expertise and are grateful for his many years of leadership, counsel, and support on behalf of eHealth, its management and his fellow directors. Randy has provided important contributions and insights as Chair of the Audit Committee and as a member of the Government and Regulatory Affairs Committee. I have enjoyed working with him and wish him well in his future pursuits.”

“On behalf of the eHealth Board, we thank Randy for his service and longstanding commitment to the Company,” stated Dale Wolf, eHealth’s Board Chairman. “We greatly appreciate the expertise that Randy has provided over the past 14 years, through multiple market cycles and the transformation of eHealth into a leading health insurance marketplace.”

About eHealth, Inc.

For more than 25 years, eHealth, Inc. (Nasdaq: EHTH) has served American consumers with innovative technology and licensed agent support to help them find health insurance solutions that fit their personal needs. Through its proprietary health insurance marketplace at eHealth.com and eHealthMedicare.com, eHealth has connected more than eight million members with quality, affordable coverage. eHealth offers Medicare Advantage, Medicare Supplement, Medicare Part D, individual, family, small business, and ancillary plans from approximately 200 health insurance companies nationwide.

Media Inquiries:

pr@ehealth.com

Investor Relations Contact:

Kate Sidorovich, CFA

Senior Vice President, Investor Relations & Strategy

650-210-3111

Kate.sidorovich@ehealth.com