eHealth (EHTH) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 18, 2026, to be held virtually, with voting available online, by phone, or mail.

• Four key proposals are up for vote: election of two directors, ratification of the auditor, advisory approval of executive compensation, and an amendment to the equity incentive plan.

• The company reported strong 2025 financial results, with revenue up 4% to $554M, net income up nearly 300% to $40M, and adjusted EBITDA up 40% to $97.3M.

• Operational highlights include improved Medicare Advantage margins, successful AI initiatives, and significant diversification beyond core business.

Voting matters and shareholder proposals

• Proposal 1: Elect Prama Bhatt and Beth A. Brooke as Class II directors for three-year terms.

• Proposal 2: Ratify Ernst & Young LLP as independent auditor for fiscal year 2026.

• Proposal 3: Advisory vote to approve executive compensation (Say-on-Pay).

• Proposal 4: Approve amendment to the 2024 Equity Incentive Plan, increasing share reserve by 1,300,000 shares.

• Board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• Board will reduce from ten to nine members after the meeting, with seven of nine directors independent.

• Recent changes include CEO transition, new director appointments, and committee restructuring.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Strategy; Government and Regulatory Affairs and Equity Incentive Committees were disbanded.

• Board conducts annual self-assessments and emphasizes diversity, skills, and experience in director selection.

• Stock ownership guidelines and an insider trading policy are in place for directors and executives.