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): May 15, 2018
Health Insurance Innovations, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-35811 | | 46-1282634 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
15438 N. Florida Avenue, Suite 201 Tampa, Florida | | 33613 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (813) 397-1187
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)) |
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 [X]
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. [ ]
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 15, 2018, Health Insurance Innovations, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The Company previously filed with the SEC its Definitive Proxy Statement and related materials pertaining to the Annual Meeting on April 23, 2018. On the record date of March 20, 2018 there were 12,354,498 shares of the Company’s Class A common stock and 3,841,667 shares of the Company’s Class B common stock outstanding and eligible to vote. At the Annual Meeting, the stockholders: (i) elected the seven persons identified below to serve as directors of the Company to hold office until the Company’s 2019 Annual Meeting of Stockholders and until their successors are duly elected and qualified; and (ii) ratified the appointment of Grant Thornton LLP as the independent auditor of the Company.
Proposal 1: Election of Directors
The final results of stockholder voting on the election of directors were as follows:
| Name | | Votes For | | | Votes Withheld | | | Broker
Non-Votes | |
| Paul E. Avery | | | 10,122,554 | | | | 1,678,219 | | | | 1,920,734 | |
| Anthony J. Barkett | | | 10,088,673 | | | | 1,712,100 | | | | 1,920,734 | |
| Paul G. Gabos | | | 9,740,602 | | | | 2,060,171 | | | | 1,920,734 | |
| Michael W. Kosloske | | | 11,729,000 | | | | 71,773 | | | | 1,920,734 | |
| Gavin D. Southwell | | | 11,729,456 | | | | 71,317 | | | | 1,920,734 | |
| Robert S. Murley | | | 11,707,951 | | | | 92,822 | | | | 1,920,734 | |
| John A. Fichthorn | | | 11,718,073 | | | | 82,700 | | | | 1,920,734 | |
Proposal 2: Ratification of the appointment of Grant Thornton LLP as the Company’s Independent Auditor
The final results of stockholder voting on the ratification of the appointment of Grant Thornton as the Company’s independent auditor were as follows:
| Votes For | | | Votes Against | | | Votes Abstain | | | Broker Non-Votes | |
| | 13,599,097 | | | | 112,424 | | | | 9,986 | | | | 0 | |
The stockholders did not vote on any other matters at the Annual Meeting.
SIGNATURES
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.
| | HEALTH INSURANCE INNOVATIONS, INC. |
| | | |
| | By: | /s/ Michael D. Hershberger |
| | Name: | Michael D. Hershberger |
| | Title: | Chief Financial Officer |
Date: May 21, 2018
