eHealth (EHTH) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2025, with four key proposals up for vote, including director elections, auditor ratification, executive compensation approval, and an amendment to the equity incentive plan.

• The board recommends voting in favor of all proposals, emphasizing the importance of shareholder participation and representation.

• The company highlights strong 2024 financial performance, including 18% revenue growth, a return to profitability, and record Medicare membership.

• Forward-looking statements address ongoing transformation, leadership transition, and a focus on sustainable profitability.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class I directors for three-year terms, ratifying Ernst & Young LLP as auditor, approving executive compensation (Say-on-Pay), and amending the 2024 Equity Incentive Plan to add 1,500,000 shares.

• The board does not anticipate other business but retains discretionary authority for unforeseen matters.

• Shareholders of record as of April 21, 2025, are eligible to vote, with multiple voting methods available.

Board of directors and corporate governance

• The board consists of nine members, with a majority being independent; after the meeting, eight of nine are expected to be independent.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Government and Regulatory Affairs, and Equity Incentive.

• The board emphasizes diversity, skills, and experience, with regular self-assessments and a focus on board refreshment.

• Non-employee director compensation was updated in 2024, increasing cash retainers and adjusting equity grant values.

• Stock ownership guidelines require non-employee directors to hold shares equal to five times their annual retainer.