8-KMaterial Agreements

Elevance Health, Inc. 8-K Report, Material Agreement (Dec 16, 2004)

Filed December 16, 2004For Securities:ELV

Summary

Elevance Health, Inc. (formerly WellPoint, Inc.) filed this 8-K on December 16, 2004, to report on significant changes to its executive compensation and deferred compensation plans. The company's Board of Directors approved the freezing of several non-qualified retirement and deferred compensation plans. These frozen plans are being replaced by new plans designed to comply with Section 409A of the Internal Revenue Code, which was enacted by the American Jobs Creation Act of 2004. These changes are primarily administrative and driven by regulatory compliance. The new plans generally mirror the provisions of their predecessor plans but incorporate necessary adjustments for tax law changes and reflect the company's recent rebranding and integration of WellPoint Health Networks. The effective date for these new plans is January 1, 2005, and they aim to maintain competitive executive compensation structures while adhering to new tax regulations.

Key Highlights

  • 1WellPoint, Inc. (now Elevance Health) is freezing several non-qualified executive retirement and deferred compensation plans.
  • 2New plans are being adopted to replace the frozen ones, effective January 1, 2005.
  • 3The primary driver for these changes is compliance with new Section 409A of the Internal Revenue Code.
  • 4The new plans largely retain the features of the previous plans but are updated for regulatory and administrative reasons.
  • 5Changes reflect the company's name change from Anthem, Inc. to WellPoint, Inc. and the integration of WellPoint Health Networks.
  • 6Specific plans being modified include executive retirement, supplemental executive retirement, deferred compensation, and director compensation plans.

Frequently Asked Questions

The primary reason for freezing the existing non-qualified executive compensation plans is to comply with the new Section 409A of the Internal Revenue Code, enacted by the American Jobs Creation Act of 2004. This new legislation introduced specific rules for deferred compensation arrangements.

The new plans generally mirror the provisions of their predecessor frozen plans. The key differences are revisions necessary to comply with Section 409A of the Internal Revenue Code and certain administrative changes, including reflecting the company's name change and integration of WellPoint Health Networks.

The new compensation plans will become effective on January 1, 2005.

Participation varies by plan. Some plans are for executives and highly compensated employees of Anthem Holding Corp. (formerly WellPoint Health Networks Inc.), others for select management employees, and a specific plan is for the Company's Directors.