Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
March 22 2021 - 5:05PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☒ | Soliciting Material Under Rule 14a-12 |
EHEALTH, INC.
|
(Name of Registrant as Specified in Its Charter)
|
|
STARBOARD VALUE LP
STARBOARD VALUE AND OPPORTUNITY MASTER FUND
LTD
STARBOARD VALUE AND OPPORTUNITY S LLC
STARBOARD VALUE AND OPPORTUNITY C LP
STARBOARD VALUE AND OPPORTUNITY MASTER FUND
L LP
STARBOARD VALUE L LP
STARBOARD VALUE R LP
STARBOARD VALUE R GP LLC
STARBOARD X MASTER FUND LTD
STARBOARD VALUE GP LLC
STARBOARD PRINCIPAL CO LP
STARBOARD PRINCIPAL CO GP LLC
JEFFREY C. SMITH
PETER A. FELD
JAMES E. MURRAY
ERIN L. RUSSELL
STEVEN J. SHULMAN
|
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
|
Payment of Filing Fee (Check the appropriate box):
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| ☐ | Fee paid previously with preliminary materials: |
☐ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
its filing.
| (1) | Amount previously paid: |
| (2) | Form, Schedule or Registration Statement No.: |
Starboard Value
LP, together with the other participants named herein (collectively, “Starboard”), intends to file a preliminary proxy
statement and accompanying WHITE proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit
votes for the election of its slate of highly-qualified director nominees at the 2021 annual meeting of stockholders (the “Annual
Meeting”) of eHealth, Inc., a Delaware corporation (the “Company”).
On March 22, 2021,
Starboard filed its Schedule 13D with respect to the Company announcing its nomination of a slate of highly-qualified director
nominees for election at the Annual Meeting, a copy of which is attached hereto as Exhibit 1 and is incorporated herein by reference.
CERTAIN INFORMATION
CONCERNING THE PARTICIPANTS
STARBOARD STRONGLY ADVISES
ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE,
UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the
proxy solicitation are anticipated to be Starboard Value LP, Starboard Value and Opportunity Master Fund Ltd (“Starboard
V&O Fund”), Starboard Value and Opportunity S LLC (“Starboard S LLC”), Starboard Value and Opportunity C
LP (“Starboard C LP”), Starboard Value and Opportunity Master Fund L LP (“Starboard L Master”), Starboard
Value L LP (“Starboard L GP”), Starboard Value R LP (“Starboard R LP”), Starboard Value R GP LLC (“Starboard
R GP”), Starboard X Master Fund Ltd (“Starboard X Master”), Starboard Value GP LLC (“Starboard Value GP”),
Starboard Principal Co LP (“Principal Co”), Starboard Principal Co GP LLC (“Principal GP”), Jeffrey C.
Smith, Peter A. Feld, James E. Murray, Erin L. Russell and Steven J. Shulman.
As of the date hereof,
Starboard V&O Fund beneficially owns directly 953,751 shares of Common Stock, par value $0.01 per share, of the Company (the
“Common Stock”). As of the date hereof, Starboard S LLC directly owns 179,539 shares of Common Stock. As of the
date hereof, Starboard C LP directly owns 106,440 shares of Common Stock. As of the date hereof, Starboard L Master directly
owns 84,860 shares of Common Stock. Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial
owner of the 84,860 shares of Common Stock owned by Starboard L Master. Starboard R LP, as the general partner of Starboard C LP,
may be deemed the beneficial owner of the 106,440 shares of Common Stock owned by Starboard C LP. Starboard R GP, as the general
partner of both Starboard R LP and Starboard L GP, may be deemed the beneficial owner of an aggregate of 191,300 shares of Common
Stock directly owned by Starboard C LP and Starboard L Master. As of the date hereof, Starboard X Master directly owns 196,617
shares of Common Stock. As of the date hereof, 276,910 shares of Common Stock were held in an account managed by Starboard Value
LP (the “Starboard Value LP Account”). Starboard Value LP, as the investment manager of each of Starboard V&O Fund,
Starboard C LP, Starboard L Master, Starboard X Master and the Starboard Value LP Account and the manager of Starboard S LLC, may
be deemed the beneficial owner of an aggregate of 1,798,117 shares of Common Stock directly owned by Starboard V&O Fund, Starboard
S LLC, Starboard C LP, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account. Each of Starboard Value
GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general
partner of Principal Co and each of Messrs. Smith and Feld, as a member of Principal GP and as a member of each of the Management
Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of 1,798,117 shares
of Common Stock directly owned by Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master
and held in the Starboard Value LP Account. As of the date hereof, Mr. Murray does not own any shares of Common Stock. As of the
date hereof, Ms. Russell directly owns 767.392 shares of Common Stock. As of the date hereof, Mr. Shulman directly owns 16,398
shares of Common Stock.
This regulatory filing also includes additional resources:
ex1todfan14a06297305_032221.pdf
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