Item 2.02. Results of Operations and Financial Condition.

On May 9, 2023, Bright Health Group, Inc. (the "Company") issued a news release announcing its financial results for the first quarter ended March 31, 2023. A copy of the news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in Item 2.02 and Exhibit 99.1 of this Current report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information and exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

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

On May 4, 2023, the Company held its 2023 Annual Meeting of Stockholders (the "Annual Meeting").. There were 522,637,137 shares of common stock represented at the Annual Meeting. The stockholders of the Company voted as follows on the following matters at the Annual Meeting:

1. Election of Directors. The four Class II directors standing for election to serve until the 2024 annual meeting of stockholders were elected at the Annual Meeting based upon the following votes:



                                      FOR         WITHHELD    BROKER NON-VOTE
             Stephen Kraus        422,477,292    4,271,556      95,888,289
             Jeffrey R. Immelt    407,284,416    19,464,432     95,888,289
             Linda Gooden         420,297,806    6,451,042      95,888,289
             Manuel Kadre         398,185,725    28,563,123     95,888,289

2. Ratification of the appointment of Deloitte & Touche LLP. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023 was ratified based upon the following votes:



                              FOR         AGAINST     ABSTAIN
                          517,962,492    4,034,779    639,866

3. Non-binding advisory vote on executive compensation. The compensation of the Company's named executive officers for 2022 was approved on a non-binding advisory basis based upon the following votes:



                      FOR         AGAINST     ABSTAIN    BROKER NON-VOTE
                  420,220,893    6,064,509    463,446      95,888,289

4. Bright Health Group, Inc. Amended and Restated 2021 Omnibus Plan. The Bright Health Group, Inc. Amended and Restated 2021 Omnibus Plan was approved based upon the following votes:



                      FOR         AGAINST      ABSTAIN    BROKER NON-VOTE
                  387,572,664    38,753,289    422,895      95,888,289

5. Reverse Stock Split. The Reverse Stock Split Proposal was approved based upon the following votes:

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                              FOR         AGAINST     ABSTAIN
                          515,981,997    6,402,874    252,266


Item 8.01 Other Events

On May 4, 2023, the Company held its Annual Meeting. As noted in Item 5.07 above, one of the items submitted to security holders at the Annual Meeting was an amendment to the Company's Ninth Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio of not less than 1-for-15 and not greater than 1-for-80 (the "Reverse Stock Split"), with the exact ratio and effective time of the Reverse Stock Split to be determined by the Board of Directors of the Company (the "Board") at any time within one year of the date of the Annual Meeting (the "Reverse Stock Split Proposal"). The Reverse Stock Split Proposal was approved by the Company's stockholders at the Annual Meeting and, on May 5, 2023, the Board approved a reverse stock split ratio of 1-for-80 and an effective date of May 19, 2023 for the Reverse Stock Stock Split.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

       Exhibit
         No.                                              Description
         99.1                  News Release, dated May 9, 2023
                             The cover page from the Current Report on Form 8-K formatted in
         104                 Inline XBRL.

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