-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IY6pshT/bT3Q4GXJdTLgYjARZdR9BEV2X8StKO41VvrNlHQ8fO27vRdj4Qoph4Ht funMaf2R8XhQP3Tdpj2Rgw== 0001193125-07-079845.txt : 20070412 0001193125-07-079845.hdr.sgml : 20070412 20070412164647 ACCESSION NUMBER: 0001193125-07-079845 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070406 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20070412 DATE AS OF CHANGE: 20070412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: eHealth, Inc. CENTRAL INDEX KEY: 0001333493 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 770470789 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33071 FILM NUMBER: 07763951 BUSINESS ADDRESS: STREET 1: 440 EAST MIDDLEFIELD ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-584-2700 MAIL ADDRESS: STREET 1: 440 EAST MIDDLEFIELD ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 8-K

 


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) April 6, 2007

 


eHealth, Inc.

(Exact name of registrant as specified in its charter)

 


 

Delaware   001-33071   56-2357876

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

440 East Middlefield Road

Mountain View, California 94043

(Address of principal executive offices) (Zip code)

(650) 584-2700

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address if changed since last report)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 6, 2007, the Compensation Committee of the Board of Directors of eHealth, Inc. approved fiscal year 2007 compensation arrangements for certain of its executive officers, including its principal executive officer, principal financial officer and named executive officers.

Effective April 1, 2007, base salaries for eHealth’s principal executive, principal financial and named executive officers are as follows:

 

Gary L. Lauer, Chairman, President and Chief Executive Officer

   $ 350,000

Stuart M. Huizinga, Senior Vice President and Chief Financial Officer

   $ 220,000

Robert L. Fahlman, Senior Vice President, Carrier Relations and Chief Operating Officer

   $ 230,000

Bruce A. Telkamp, Senior Vice President, Business Development and Marketing, General Counsel and Secretary

   $ 230,000

Dr. Sheldon X. Wang, Senior Vice President and Chief Technology Officer

   $ 250,000

Cash incentive bonus targets for fiscal year 2007 for eHealth’s principal executive, principal financial and named executive officers are as follows:

 

     Estimated Future Payouts
   Target    Maximum

Gary L. Lauer

   $ 175,000    $ 350,000

Stuart M. Huizinga

   $ 110,000    $ 165,000

Robert L. Fahlman

   $ 115,000    $ 172,500

Bruce A. Telkamp

   $ 115,000    $ 172,500

Dr. Sheldon X. Wang

   $ 125,000    $ 187,500

The cash incentive plan payouts for the fiscal year ending December 31, 2007 will be determined by the Compensation Committee based on certain company-level and departmental-level performance goals. The specific goals have not yet been determined by the Compensation Committee. The actual bonuses paid (if any) will vary depending on the extent to which actual performance meets, exceeds or falls short of the specific performance goals. Adjustments may be made to overall corporate performance goals and actual performance results that may cause differences between such amounts and the amounts reported in eHealth’s financial statements. For example, these adjustments may exclude all or a portion of both the positive or negative effect of external events that are outside of the control of eHealth’s principal executive, principal financial and named executive officers, such as natural disasters, litigation, or regulatory changes in accounting or taxation standards. These adjustments may also exclude all or a portion of both the positive and negative effect of unusual or significant strategic events that are within the control of eHealth’s principal executive, principal financial and named executive officers but that are undertaken with an expectation of improving eHealth’s long-term financial performance, such as acquisitions. In addition, the Compensation Committee retains discretion to increase, reduce, or eliminate any bonus that would otherwise be payable under the plan based on actual performance.

The Compensation Committee also approved an increase to the housing allowance for Gary Lauer. Effective April 1, 2007, Mr. Lauer will be reimbursed for temporary housing costs of up to $6,000 per month. eHealth will pay the taxes associated with this benefit.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

EHEALTH, INC.
By:  

/s/ Gary L. Lauer

  Gary L. Lauer
  Chief Executive Officer and Chairman of the Board of Directors

Dated: April 12, 2007

-----END PRIVACY-ENHANCED MESSAGE-----