Purpose. Employers are increasingly exploring health benefits that incentivize lifestyle change for employees. We used early data from an ongoing study of one such model—the Health Engagement Model (HEM), which Oregon implemented for all public employees in 2012—to analyze variation in employee participation and engagement. Design. A survey was designed to assess program engagement, opinions of the program, and self-reported lifestyle changes. Setting. Data were collected in 2012, about 9 months after HEM launched. Subjects. A representative random sample of 4500 state employees served as the study subjects. Measures. Primary measures included whether employees signed up for the program, completed its required activities, and reported making lifestyle changes. Analysis. Logistic regression was used to analyze survey results. Results. Most employees (86%) chose to participate, but there were important socioeconomic differences: some key target populations, including smokers and obese employees, were the least likely to sign up; less educated employees were also less likely to complete program activities. Despite mostly negative opinions of the program, almost half of participants reported making lifestyle changes. Conclusion. Oregon's HEM launch was largely unpopular with employees, but many reported making the desired lifestyle changes. However, some of those the program is most interested in enrolling were the least likely to engage. People involved with implementing similar programs will need to think carefully about how to cultivate broad interest among employees.