Definitive Additional Materials

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

 

 

Filed by the Registrant   x                             Filed by a party other than the Registrant   ¨

Check the appropriate box:

 

¨    Preliminary Proxy Statement
¨    Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨    Definitive Proxy Statement
x    Definitive Additional Materials
¨    Soliciting Material Pursuant to § 240.14a-12

EHEALTH, INC.

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:

 

     

  (2)  

Aggregate number of securities to which transaction applies:

 

     

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

  (4)  

Proposed maximum aggregate value of transaction:

 

     

  (5)  

Total fee paid:

 

     

¨   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount previously paid:

 

     

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Form, Schedule or Registration Statement No.:

 

     

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Date Filed:

 

     

 

 

 

 

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Vote by Internet

 

•    Go to www.envisionreports.com/EHTH

 

•    Or scan the QR code with your smartphone

 

•    Follow the steps outlined on the secure website

 

 

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Important Notice Regarding the Availability of Proxy Materials for the

eHealth, Inc. Annual Meeting of Stockholders to be Held on June 4, 2015

Pursuant to Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual meeting of stockholders are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Proxy Statement and 2014 Annual Report to Stockholders are available at:

 

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Easy Online Access — A Convenient Way to View Proxy Materials and Vote

 

When you go online to view materials, you can also vote your shares.

 

Step 1: Go to www.envisionreports.com/EHTH to view the materials.

 

Step 2: Click on Cast Your Vote or Request Materials.

 

Step 3: Follow the instructions on the screen to log in.

 

Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

 

 

LOGO Obtaining a Copy of the Proxy Materials – If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before May 22, 2015 to facilitate timely delivery.

 

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022HCB

 

2015 Annual Meeting of Stockholders Notice

 

eHealth’s Annual Meeting of Stockholders will be held on June 4, 2015 at the Garden Court Hotel, 520 Cowper Street, Palo Alto, CA 94301, at 8:30 a.m. Pacific Daylight Time.

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3:

 

  1. The election of three (3) Class III directors (Gary L. Lauer, Jack L. Oliver, III and Ellen O. Tauscher) to serve for terms of three years and until their respective successors are duly elected and qualified, subject to earlier resignation or removal.

 

  2. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2015.

 

  3. A vote to approve, on an advisory basis, the compensation of our Named Executive Officers.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.

For directions to attend the Annual Meeting in person, please call Investor Relations at (650) 210-3111.

 

 

LOGO Here’s how to order a copy of the proxy materials and select a future delivery preference:

 

Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below.

 

Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below.

 

If you request an email copy of current materials you will receive an email with a link to the materials.

 

PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials.

g Internet – Go to www.envisionreports.com/EHTH. Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a paper or email copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials.
g Telephone – Call us free of charge at 1-866-641-4276 using a touch-tone phone and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings.
g Email – Send email to investorvote@computershare.com with “Proxy Materials eHealth” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings.
To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by May 22, 2015.

022HCB

 

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on June 04, 2015

 

 

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EHEALTH, INC

 

 

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Meeting Information  

  

 

 Meeting Type: Annual Meeting

  
 For holders as of: April 09, 2015  
 Date:  June 04, 2015       Time: 8:30 AM PDT  
 Location: Garden Court Hotel  
  

           520 Cowper Street

           Palo Alto, CA 94301

  
        
  
    

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You are receiving this communication because you hold shares in the above named company.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

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— Before You Vote —

How to Access the Proxy Materials

 

     Proxy Materials Available to VIEW or RECEIVE:      
    

 

1. Annual Report        2. Notice & Proxy Statement

      
    

 

How to View Online:

      
    

 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

      
    

 

How to Request and Receive a PAPER or E-MAIL Copy:

      
    

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

      
    

 

1) BY INTERNET:

   www.proxyvote.com      
    

2) BY TELEPHONE:

   1-800-579-1639      
    

3) BY E-MAIL*:

   sendmaterial@proxyvote.com      
    

 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

      
    

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 22, 2015 to facilitate timely delivery.

 

      
        

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— How To Vote —

Please Choose One of the Following Voting Methods

 

    
            
    

Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.

      
    

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO available and follow the instructions.

      

Internal Use

Only

    

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

 

      
        

             Voting items                      
 

 

The Board of Directors recommends

that you vote FOR the following:

    

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1.      

   Election of Directors    
   

 

Nominees

    
 

 

01

  

 

Gary L. Lauer        02    Jack L. Oliver, III        03    Ellen O. Tauscher

    
 

 

The Board of Directors recommends you vote FOR the following proposal(s):

    
 

 

2

  

 

Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of eHealth, Inc. for the fiscal year ending December 31, 2015.

    
 

 

3       

  

 

A vote to approve, on an advisory basis, the compensation of the Named Executive Officers of eHealth, Inc.

    
       
 

 

NOTE:

  

 

In their discretion, each proxy may also vote upon such other business as may properly come before the meeting or any adjournment thereof.

    
     
     
     
     
     
     
     

 

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Voting Instructions

 

 

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THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO

BANKS AND BROKERS

AS REQUIRED BY THE NEW YORK STOCK EXCHANGE

 
    
    

 

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