Item 5.02           Departure of Directors or Certain Officers; Election of Directors; Appointment
                    of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 9, 2020, eHealth, Inc. (the "Company") held its 2020 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved the 2020 Employee Stock Purchase Plan (the "2020 ESPP"). An aggregate of 500,000 shares of common stock has been reserved for issuance under the 2020 ESPP. The 2020 ESPP provides eligible employees of the Company and its designated subsidiaries with the opportunity to purchase shares through periodic payroll deductions that are applied towards the purchase of the Company's common stock at a discount from the then-current market price. The 2020 ESPP was adopted by the Company's board of directors on March 30, 2020, subject to approval by the Company's stockholders, and became effective with such stockholder approval on June 9, 2020.

A summary description of the 2020 ESPP is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2020. That summary and the foregoing description of the 2020 ESPP are qualified in their entirety by reference to the text of the 2020 ESPP, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.




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

A total of 23,051,865 shares of the Company's common stock were represented at the Annual Meeting, or 90.00% of the total shares entitled to vote.

Summarized below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting:



Proposal 1 - Election of Directors. Our stockholders voted to re-elect three
Class II directors (Andrea C. Brimmer, Beth A. Brooke and Randall S. Livingston)
to serve for terms of three years and until their respective successors are duly
elected and qualified, subject to earlier resignation or removal, with voting
results as follows:

          Name               Votes For       Votes Withheld        Broker Non-Votes
Andrea C. Brimmer            19,898,916         1,293,284             1,859,665
Beth A. Brooke               20,917,664          274,536              1,859,665
Randall S. Livingston        19,463,937         1,728,263             1,859,665

Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm. Our stockholders voted to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020, with voting results as follows:



 Votes For       Votes Withheld        Abstain        Broker Non-Votes
 22,633,065          409,742            9,058                -

Proposal 3 - A Vote to Approve, on an Advisory Basis, the Compensation of our Named Executive Officers. Our stockholders approved the compensation of our chief executive officer and our other Named Executive Officers named in the proxy statement for the Annual Meeting, with voting results as follows:

Votes For Votes Withheld Abstain Broker Non-Votes


 20,886,775          291,863           13,562            1,859,665

Proposal 4 - A Vote to Approve the Adoption of the Company's 2020 Employee Stock Purchase Plan. Our stockholders approved the adoption of the Company's 2020 Employee Stock Purchase Plan, with voting results as follows:

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 Votes For       Votes Withheld        Abstain        Broker Non-Votes
 21,165,283          16,455            10,462            1,859,665


Item 9.01      Financial Statements and Exhibits



(d) Exhibits

Exhibit No.    Description
  10.1  +        2020 Employee Stock Purchase Plan

+ Indicates management contract or compensatory plan.

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