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

On June 23, 2022, the Company held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). As of the close of business on April 29, 2022, the record date for the Annual Meeting, 84,365,331 shares of common stock of the Company were issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the stockholders voted on three proposals, each of which is described in more detail in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 13, 2022. Stockholders approved each of the proposals presented for a vote. The tables below set forth the number of votes cast for and against, and the number of abstentions or broker non-votes, for each matter voted upon by the Company's stockholders.



Proposal 1. The election of eleven directors to hold office until the 2023
Annual Meeting of Stockholders and until their successors are duly elected and
qualified.

                                    For         Against     Abstain     Broker Non-Votes
    Robert Selander              72,637,299    2,968,584    135,639        3,861,697
    Jon Kessler                  75,357,995     288,791     94,737         3,861,696
    Stephen Neeleman, M.D.       74,830,929     815,557     95,037         3,861,696
    Frank Corvino                74,238,412    1,367,656    135,454        3,861,697
    Adrian Dillon                75,365,222     280,568     95,733         3,861,696
    Evelyn Dilsaver              72,143,075    3,463,145    135,303        3,861,696
    Debra McCowan                72,752,690    2,853,639    135,194        3,861,696
    Rajesh Natarajan             75,446,510     199,129     95,884         3,861,696
    Stuart Parker                75,312,862     293,055     135,605        3,861,697
    Ian Sacks                    72,478,237    3,165,372    97,914         3,861,696
    Gayle Wellborn               75,324,213     281,156     136,154        3,861,696

Proposal 2. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2023. There were no broker non-votes for this proposal.



                              For         Against     Abstain
                           79,252,119     266,325     84,775

Proposal 3. The approval, on a non-binding, advisory basis, of the fiscal 2022 compensation paid to the Company's named executive officers.



                     For         Against     Abstain     Broker Non-Votes
                  74,957,636     637,291     146,596        3,861,696


Item 9.01  Financial Statements and Exhibits



(d) Exhibits

    Exhibit No.    Description
    104            Cover Page Interactive Data File (formatted in Inline XBRL)

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