Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 25, 2022 and in accordance with the terms of the GoHealth, Inc. 2020
Incentive Award Plan, the Board of Directors (the "Board") of GoHealth, Inc.
(the "Company") approved a stock option repricing (the "Repricing") where the
exercise price of each Relevant Option (as defined below) was reduced to $1.05
per share, the average trailing 20 trading day closing price of the Company's
Class A common stock as of market close on the day of Board approval and a
premium to the $.77 closing stock price on the date of Board approval. "Relevant
Options" are all outstanding stock options as of April 25, 2022 (vested or
unvested) to acquire shares of the Company's Class A common stock that were
issued to currently employed employees prior to April 1, 2022 but excluding
stock options granted to Clinton Jones (Chief Executive Officer and
Co-Chairman), Brandon Cruz (Chief Strategy Officer and Co-Chairman), James
Sharman (President) and Travis Matthiesen (Interim Chief Financial Officer). The
Board believes that the Repricing is in the best interests of the Company, as
the amended stock options will provide added incentives to retain and motivate
key contributors of the Company without incurring the stock dilution resulting
from significant additional equity grants or significant additional cash
expenditures with additional cash compensation. The Board also believes that the
repricing better aligns the interests of the key contributors with the goals of
the Company.
As a result of the Repricing, the exercise prices for Relevant Options held by
Brian Farley, Chief Legal Officer, (the only named executive officer
participating in the Repricing) with respect to 272,109 shares at an exercise
price of $21.00 per share and 70,547 shares at an exercise price of $14.81 per
share were reduced to $1.05 per share.
Except for the reduction in the exercise price of the Relevant Options, all
outstanding stock options will continue to remain outstanding in accordance with
their current terms and conditions as set forth in the Company's 2020 Incentive
Award Plan and the applicable award agreements.
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