Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(e) At the 2020 annual meeting of stockholders of Benefitfocus, Inc. (the "Company"), stockholders approved an amendment to the Benefitfocus, Inc. Second Amended and Restated 2012 Stock Plan (the "Amended Plan"). The Amended Plan increases the total number of shares of common stock reserved for issuance under the Amended Plan to 12,729,525 shares. The Company's board of directors approved the Amended Plan on April 13, 2020, subject to stockholder approval.

You can find a summary of the principal features of the Amended Plan in the definitive proxy statement for the Company's 2020 annual meeting of stockholders, filed with the SEC on April 29, 2020 (the "Proxy Statement"), under the heading "Proposal Two - Approval of An Amendment to the Benefitfocus, Inc. Second Amended and Restated 2012 Stock Plan". The summary of the Amended Plan contained in the proxy statement is qualified in its entirety by the full text of the Amended Plan, filed as Exhibit 10.24.1 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its 2020 annual meeting of stockholders on June 11, 2020. At the meeting, stockholders elected two Class I directors to the Company's board of directors for a three-year term expiring in 2023, or until his successor is duly elected and qualified, based on the following votes:





         Members                 For           Withheld        Broker Non-Votes
         Raymond A. August     24,166,345       1,249,834              1,980,709
         A. Lanham Napier      20,262,101       5,154,078              1,980,709

At the meeting, stockholders also approved the Amended Plan. The vote for this proposal was 20,281,096 shares for, 5,055,472 shares against, 79,611 shares abstaining, and 1,980,709 broker non-votes.

Company stockholders also voted on a non-binding resolution approving, on an advisory basis, the Company's 2019 named executive officer compensation as disclosed in the Proxy Statement. The vote on the resolution was approved with 23,875,310 shares for, 1,415,884 shares against, 124,985 shares abstaining, and 1,980,709 broker non-votes.

At the meeting, stockholders also ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020. The vote for such ratification was 27,202,580 shares for, 72,078 shares against, 122,230 shares abstaining, and no broker non-votes.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits




Exhibit No.     Description

10.24.1           Benefitfocus, Inc. Second Amended and Restated 2012 Stock Plan,
                as amended.

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