Proposal 1: Election of Directors
We currently have nine (9) directors on our Board. Atcommon stock and the Annual Meeting, three (3) Class I Directors, Rahm Emanuel, Helene D. Gayle30-trading day average closing price of our common stock above $1.00. In the letter, NASDAQ further stated that in the event a $1.00 share price and Alexander E. Timma $1.00 average share price over the preceding 30 trading days are to be elected to hold office untilnot attained at the Annual Meeting of Stockholders to be held in 2024 and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal.
The proposal regarding the election of directors requires the approval of a pluralityexpiration of the votes cast. This meanssix-month cure period, NASDAQ will commence suspension and delisting procedures. NASDAQ has reserved the right to reevaluate its continued listing determinations relating to companies that the nominees receiving the highest numberare notified of affirmative “FOR” votes will be elected as Class I Directors. Votes withheld and broker non-votesnon-compliance like GoHealth with respect to NASDAQ’s qualitative listing standards, including if our shares trade at sustained levels that are not considered to be votes castabnormally low.
In addition to bringing the per share trading price of our common stock back above $1.00, we also believe that the Reverse Stock Split will make our Class A common stock and accordingly,Class B common stock more attractive to a broader range of institutional and other investors, as we have been advised that the current per share trading price of our Class A common stock may affect its acceptability to certain institutional investors, professional investors and other members of the investing public. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers.
Reducing the number of outstanding shares of our Class A common stock and Class B common stock through the Reverse Stock Split is intended, absent other factors, to increase the per share trading price of our common stock. However, other factors, such as our financial results, market conditions and the market perception of our business may adversely affect the per share trading price of our common stock. As a result, there can be no assurance that the Reverse Stock Split, if completed, will have noresult in the intended benefits described above, that the per share trading price of our common stock will increase following the Reverse Stock Split or that the per share trading price of our common stock will not decrease in the future.
The purpose of seeking stockholder approval of exchange ratios within the Ratio Range (rather than a fixed exchange ratio) is to provide the Company with the flexibility to achieve the desired results of the Reverse Stock Split. If the stockholders approve this proposal, then the Board or an authorized committee thereof, in its sole discretion, would effect the Reverse Stock Split only upon the determination by the Board or an authorized committee thereof that a reverse split would be in the best interests of the Company and our stockholders at that time. If the Board, or an authorized committee thereof, were to effect the Reverse Stock Split, then the Board or such committee would set the timing for such a split and select the specific ratio within the Ratio Range (the “Final Ratio”). No further action on the outcomepart of stockholders would be required to either implement or abandon the vote on this proposal.
As set forth in our AmendedReverse Stock Split. If the stockholders approve the proposal, and Restated Certificate of Incorporation, the Board of Directors is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders,or an authorized committee thereof determines to effect the successorsReverse Stock Split, we would communicate to directors whose terms then expire will be elected to serve from the time of election and qualification untilpublic additional details regarding the third annual meeting following election. The current class structure is as follows: Class I, whose term currently expires atReverse Stock Split, including the Annual Meeting and whose subsequent term will expire atFinal Ratio selected by the 2024 Annual Meeting of Stockholders; Class II, whose term will expire atBoard or an authorized committee thereof. If the 2022 Annual Meeting of Stockholders and whose subsequent term will expire atBoard or an authorized committee thereof does not implement the 2025 Annual Meeting of Stockholders; and Class III, whose term will expire atReverse Stock Split before the 2023 Annual Meeting of Stockholders, then the authority granted in this proposal to implement the Reverse Stock Split automatically will terminate. The Board reserves its right, notwithstanding stockholder approval and whose subsequent term will expirewithout further action by the stockholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to the 2026 Annual Meetingfiling of Stockholders. The current Class I Directors are Rahm Emanuel, Helene D. Gaylethe certificate of amendment to the amended and Alexander E. Timm;restated certificate of incorporation with the current Class II Directors are Brandon M. Cruz, Joseph G. FlanaganSecretary of State of the State of Delaware, it determines, in its sole discretion, that this proposal is no longer in the best interests of the Company and Miriam A. Tawil; andour stockholders.
No Authorized Share Reduction. Under Delaware law, the current Class III Directors are Jeremy W. Gelber, Clinton P. Jones and Anita V. Pramoda.
Our Amended and Restated Certificateimplementation of Incorporation and Amended and Restated Bylaws provide that the authorizedReverse Stock Split does not require a reduction in the total number of directors may be changed from time to time by the Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock entitled to vote in the election of directors.
In connection with the IPOauthorized shares of our Class A common stock in July 2020, we entered intoand Class B common stock. If stockholders adopt and approve the amendment to the amended and restated certificate of incorporation to effect the Reverse Stock Split, the authorized number of shares of our Class A common stock and Class B common stock will not be reduced by a Stockholders’ Agreement betweencorresponding ratio.
Criteria to be Used for Determining Whether to Implement Reverse Stock Split
In determining whether to implement the Company and certain stockholdersReverse Stock Split, if any, following receipt of stockholder approval of the Company, including Centerbridgeamendment to our amended and NVX Holdings. Mr. Gelberrestated certificate of incorporation to effect the Reverse Stock Split, the Board may consider, among other things, various factors, such as:
the historical trading price and Ms. Tawil were each designated by Centerbridge as atrading volume of our Class III Director and a Class II Director, respectively (and each as a Centerbridge Director, as defined below). Mr. Cruz and Mr. Jones were each designated by NVX Holdings as a Class II Director and a Class III Director, respectively (and each as a NVX Director, as defined below). Mr. Flanagan and Mr. Timm were designated by Centerbridge as a Class II Director and a Class I Director, respectively (and each as a Centerbridge-Designated Independent Director, as defined below). Ms. Gayle and Ms. Pramoda were each designated by NVX Holdings as a Class I Director and a Class III Director, respectively (and each as a NVX-Designated Independent Director). In addition, Mr. Emanuel was designated pursuant toA common stock;
our capitalization (including the Stockholders Agreement as an initial director who satisfied the independence requirements described therein. As a resultnumber of the Stockholders’ Agreement and the aggregate voting power of the parties to the agreement, we expect that the parties to the agreement acting in conjunction will control the election of directors at GoHealth. For more information, see “Corporate Governance—Stockholders’ Agreement.”
If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as a Class I Director of the person whose nameissued and biography appears below. In the event that any of Mr. Emanuel, Ms. Gayle or Mr. Timm should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors or the Board may elect to reduce its size. The Board of Directors has no reason to believe that any of Mr. Emanuel, Ms. Gayle or Mr. Timm will be unable to serve if elected. Each of Mr. Emanuel, Ms. Gayle and Mr. Timm has consented to being named in this proxy statement and to serve if elected.outstanding);