SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 14, 2019
Health Insurance Innovations, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
15438 N. Florida Avenue, Suite 201
|(Address of principal executive offices)|
Registrant’s telephone number, including area code: (813) 397-1187
(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))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 14, 2019, Health Insurance Innovations, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The Company previously filed with the SEC its Definitive Proxy Statement and related materials pertaining to the Annual Meeting on April 18, 2019. On the record date of April 12, 2019 there were 11,532,687 shares of the Company’s Class A common stock and 2,416,667 shares of the Company’s Class B common stock outstanding and eligible to vote. At the Annual Meeting, the stockholders: (i) elected the eight persons identified below to serve as directors of the Company to hold office until the Company’s 2020 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (ii) approved, on an advisory basis, the compensation of the Company’s Named Executive Officers; and (iii) granted advisory approval on a one-year frequency for holding future advisory votes on the compensation of the Company’s Named Executive Officers.
Proposal 1: Election of Directors
The final results of stockholder voting on the election of directors were as follows:
|Name||Votes For||Votes Withheld||Broker Non-Votes|
|Paul E. Avery||9,230,196||105,099||0|
|Anthony J. Barkett||9,079,617||255,678||0|
|Ellen M. Duffield||9,229,072||106,223||0|
|John A. Fichthorn||9,230,205||105,090||0|
|Paul G. Gabos||9,079,575||255,720||0|
|Robert S. Murley||9,083,492||251,803||0|
|Peggy B. Scott||9,229,069||106,226||0|
|Gavin D. Southwell||9,230,020||105,275||0|
Proposal 2: Approval of, on an Advisory Basis, Named Executive Officer Compensation
The final results of stockholder voting on the approval of, on an advisory basis, the compensation of the Company’s Named Executive Officers were as follows:
|Votes For||Votes Against||Votes Abstain||Broker Non-Votes|
Proposal 3: Nonbinding Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation
The final results of stockholder voting on the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers were as follows:
|One Year||Two Years||Three Years||Votes Abstain||Broker Non-Votes|
Following the Annual Meeting, the Board of Directors of the Company considered the voting results on Proposal 3, the nonbinding advisory vote on the frequency of future advisory votes on Named Executive Officer compensation. Based on all of the factors taken into consideration, the Company has decided that it will hold an advisory vote on the compensation of its Named Executive Officers with a frequency of one year.
The stockholders did not vote on any other matters at the Annual Meeting.
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.
|HEALTH INSURANCE INNOVATIONS, INC.|
|By:||/s/ Michael D. Hershberger|
|Name:||Michael D. Hershberger|
|Title:||Chief Financial Officer|
Date: May 20, 2019