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)

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