Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 24, 2022, the stockholders of GoHealth, Inc., a Delaware corporation
(the "Company"), approved a proposal at a special meeting of stockholders (the
"Special Meeting") to amend the Company's Amended & Restated Certificate of
Incorporation (the "Certificate of Incorporation") to effect a reverse stock
split ("Reverse Stock Split") of the Company's Class A common stock, par value
$0.0001, and Class B common stock, par value $0.0001 (together, the "Common
Stock"), at a ratio between one-for-five (1:5) and one-for-fifteen (1:15) (the
"Split Ratio Range"), with the final determination of a ratio within the Split
Ratio Range to be approved by the Board following stockholder approval.
Following the Special Meeting, the Company's Board of Directors approved a final
split ratio of one-for-fifteen (1:15). Following such approval, the Company
filed an amendment to its Certificate of Incorporation (the "Amendment") with
the Secretary of State of the State of Delaware to effect the reverse stock
split, with an effective time of 11:59 p.m. Eastern Time on November 17, 2022.
No fractional shares will be issued in connection with the Reverse Stock Split.
Stockholders who would otherwise be entitled to a fractional share of Common
Stock are instead entitled to receive a proportional cash payment.
The description of the Amendment set forth above does not purport to be complete
and is qualified in its entirety by the full text of the Amendment, a copy of
which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibits
3.1 Certificate of Amendment to Amended and Restated Certificate of
Incorporation of GoHealth, Inc.
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses