Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Stockholders Agreement of GoHealth, Inc. dated July 15, 2020
(the "Stockholders Agreement") by and among GoHealth, Inc. (the "Company),
Centerbridge Capital Partners III, L.P. ("Centerbridge"), and NVX Holdings, Inc.
("NVX"), Centerbridge is entitled to designate two (2) directors to the
Company's Board of Directors (each a "Centerbridge Director") for so long as
Centerbridge owns at least ten percent (10%) of all issued and outstanding
Class A Common Stock of the Company.
On September 11, 2022, Ms. Tawil resigned from the Board of the Company as a
Centerbridge Director and Centerbridge has designated Christopher Litchford to
replace Ms. Tawil as a Centerbridge Director pursuant to the Stockholders
Agreement. Ms. Tawil's resignation was not related to any disagreement with the
Company on any matter relating to its operations, policies, and practices.
Mr. Litchford was appointed as a director by the Board of the Company on
September 14, 2022, and will be a Class II director with a term expiring at the
2025 annual meeting of stockholders.
Christopher Litchford has been a Managing Director of Centerbridge since 2018
where he focuses on investments in the technology sector. Prior to joining
Centerbridge, Mr. Litchford was a principal in the Tech & Telecom Group at Court
Square Capital Partners. Prior to joining Court Square, Mr. Litchford was an
Investment Banking Analyst with Morgan Stanley. Mr. Litchford holds a Bachelor
of Science degree from University of North Carolina, Chapel Hill. As a
Centerbridge employee and designee on the Board, Mr. Litchford will not receive
any additional compensation for service on the Board. In connection with his
designation, the Company and Mr. Litchford have entered into the Company's
standard indemnification agreement for directors. Except for any transactions
involving Centerbridge described in the Company's proxy statement relating to
its 2022 annual meeting of stockholders, there are no transactions between the
Company and Mr. Litchford that would be required to be reported under Item
404(a) of Regulation S-K.
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