As filed with the Securities and Exchange Commission on September 13, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________________________

SelectQuote, Inc.
(Exact Name of Registrant as Specified in its Charter)
_______________________________________

Delaware94-3339273
(State or other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification Number)

6800 West 115th Street, Suite 2511
Overland Park, Kansas 66211
(913) 599-9225
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
___________________________________________________________________________________________

SelectQuote, Inc. 2020 Omnibus Incentive Plan
(Full Titles of Plans)
_______________________________________

Timothy Danker
Chief Executive Officer
SelectQuote, Inc.
6800 West 115th Street, Suite 2511
Overland Park, Kansas 66211
(913) 599-9225
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_______________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
☐
Smaller reporting company
☒
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 7(a)(2)(B) of the Securities Act. ☐




EXPLANATORY NOTE

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

This registration statement on Form S-8 (the “Registration Statement”) registers an additional 5,006,017 shares of common stock, par value $0.01 per share, of SelectQuote, Inc. (“SelectQuote”) to be issued pursuant to SelectQuote’s 2020 Omnibus Incentive Plan. Accordingly, the contents of the previous Registration Statement on Form S-8 filed by SelectQuote with the Securities and Exchange Commission (the “Commission”) on February 14, 2023 (File No. 333-269776) (the “Previous Form S-8”), including periodic and other reports that SelectQuote filed after the filing of the Previous Form S-8 to maintain current information about SelectQuote, are incorporated herein by reference into this Registration Statement pursuant to General Instruction E to Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Commission allows SelectQuote to “incorporate by reference” in this Registration Statement the information in the documents that it files with the Commission, which means that SelectQuote can disclose important information to you by referring you to those documents. The information incorporated by reference in this Registration Statement is considered to be a part of this Registration Statement, and information in documents that SelectQuote files later with the Commission will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this Registration Statement. SelectQuote incorporates by reference in this Registration Statement the documents listed below and any future filings that it may make with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, except that SelectQuote is not incorporating by reference any information that is deemed to have been furnished and not filed in accordance with the Commission’s rules.

•SelectQuote’s Annual Report on Form 10-K for the year ended June 30, 2023;

•SelectQuote’s Current Report on Form 8-K filed September 13, 2023; and

•The description of SelectQuote’s common stock, par value $0.01 per share, contained in SelectQuote’s Registration Statement on Form S-1, filed February 21, 2020, including any amendment or report filed or to be filed for the purpose of updating such description.

SelectQuote will furnish without charge to you, upon written or oral request, a copy of any or all of the documents described above, except for exhibits to those documents, unless the exhibits are specifically incorporated by reference into those documents. Requests for copies should be addressed to:

SelectQuote, Inc.
Attention: Investor Relations
6800 West 115th Street, Suite 2511
Overland Park, Kansas 66211
(913) 599-9225












Item 8. Exhibits.

EXHIBIT INDEX

Exhibit NumberExhibit Description
3.1
3.2
4.1
5.1
23.1
23.2
24.1
107
* Filed herewith


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Overland Park, State of Kansas, on September 13, 2023.

 SELECTQUOTE, INC.
   
By:/s/ Timothy Danker
 Name:Timothy Danker
 Title:Chief Executive Officer

POWER OF ATTORNEY

Each of the undersigned officers and directors of SelectQuote, Inc. hereby severally constitutes and appoints Timothy Danker and Ryan M. Clement, and each of them acting alone, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any subsequent registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SignatureTitleDate
By:/s/ Timothy Danker
Chief Executive Officer
(Principal Executive Officer)
September 13, 2023
Timothy Danker
By:/s/ Ryan M. Clement
Chief Financial Officer
(Principal Financial Officer)
September 13, 2023
Ryan M. Clement
By:/s/ Stephanie Fisher
Chief Accounting Officer
(Principal Accounting Officer)
September 13, 2023
Stephanie Fisher
By:/s/ Donald L. Hawks IIIChairman of the Board of DirectorsSeptember 13, 2023
Donald L. Hawks III
By:/s/ W. Thomas Grant IIVice Chairman of the Board of DirectorsSeptember 13, 2023
W. Thomas Grant II
By:/s/ Earl H. Devanny IIIDirectorSeptember 13, 2023
Earl H. Devanny III
By:/s/ Denise L. DevineDirectorSeptember 13, 2023
Denise L. Devine
By:/s/ Kavita K. PatelDirectorSeptember 13, 2023
Kavita K. Patel
By:/s/ Raymond F. WeldonDirectorSeptember 13, 2023
Raymond F. Weldon

Exhibit 107
Calculation of Filing Fee Tables

S-8
(Form Type)

SelectQuote, Inc.
(Exact Name of Registrant as Specified in its Charter


Table 1: Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered(1)
Proposed Maximum Offering Price Per Unit(2)
Maximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityCommon Stock, par value $0.01 per shareOther5,006,017$1.145$5,731,889.46$110.20 per $1,000,000$631.65
Total Offering Amounts$5,731,889.46$631.65
Total Fee Offsets—
Net Fee Due$631.65
(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional securities that may be offered or issued pursuant to the SelectQuote, Inc. 2020 Omnibus Incentive Plan to prevent dilution as a result of adjustments for stock splits, stock dividends or similar transactions.
(2)Estimated solely for the purpose of calculating the registration fee pursuant to 457(c) and 457(h) of the Securities Act, and based on the average of the high and low prices of shares of the Registrant’s common stock reported on the New York Stock Exchange on September 6, 2023.


Exhibit 5.1
[Letterhead of Wachtell, Lipton, Rosen & Katz]

September 13, 2023


SelectQuote, Inc.
6800 West 115th Street, Suite 2511
Overland Park, Kansas 66211

Re:    Form S-8 Registration Statement

Dear Ladies and Gentlemen:

We are acting as counsel to SelectQuote, Inc., a Delaware corporation (the “Company”), in connection with the Form S-8 Registration Statement of the Company to be filed with the Securities and Exchange Commission on or about September 13, 2023 (the “Registration Statement”) with respect to an aggregate of 5,006,017 shares (the “Shares”) of common stock, $0.01 par value, of the Company (“Common Stock”). In this connection you have requested our opinion as to certain matters under the General Corporation Law of the State of Delaware.

For the purpose of rendering our opinion as expressed herein, we have been furnished and have reviewed the following documents: (i) the Sixth Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”); (ii) the Amended and Restated Bylaws of the Company; (iii) resolutions of the Board of Directors of the Company, dated February 20, 2020; (iv) the SelectQuote, Inc. 2020 Omnibus Incentive Plan, as amended and restated (the “2020 Plan”); (v) the Registration Statement; and (vi) a certificate of the Secretary of State, dated the date hereof, as to the good standing of the Company.

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (i) through (vi) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (i) through (vi) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) the legal capacity of each natural person who is a signatory to the documents examined by us, (ii) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (iii) that the Shares will be issued in accordance with the 2020 Plan, and (iv) that at the time the Shares are issued the number of shares of Common Stock that are then issued, subscribed for or otherwise committed for issuance, including the Shares, will not exceed the 700,000,000 shares of Common Stock the Company is authorized to issue under its Certificate of Incorporation. This opinion is limited to the laws of the State of Delaware and we have not considered and express no opinion on the laws of any other state or jurisdiction, including federal laws and rules and regulations relating thereto.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Shares are duly authorized for issuance and when issued in accordance with the 2020 Plan will be validly issued, fully paid and non-assessable.


We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving the foregoing consent, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.


Very truly yours,

/s/ Wachtell, Lipton, Rosen & Katz

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated September 13, 2023 relating to the financial statements of SelectQuote, Inc. and the effectiveness of SelectQuote, Inc.’s internal control over financial reporting appearing in SelectQuote, Inc.’s Annual Report on Form 10-K for the year ended June 30, 2023.

/s/ Deloitte & Touche LLP

Kansas City, Missouri
September 13, 2023

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