8-KMaterial AgreementsExhibits & Filings

Elevance Health, Inc. 8-K Report, Material Agreement (Feb 8, 2005)

Filed February 8, 2005For Securities:ELV

Summary

This Form 8-K filing by WellPoint, Inc. (now Elevance Health, Inc.) from February 8, 2005, primarily details the approval and authorization of annual incentive awards for its named executive officers for the fiscal year 2004. The awards were granted under the existing Anthem Annual Incentive Plan, approved by shareholders in May 2003, and were determined based on company and executive performance against pre-set metrics. Additionally, the filing announces the adoption of a new compensation program for non-employee directors. For investors, the key takeaway is the compensation structure for top executives and board members. The specific dollar amounts awarded to the named executive officers, totaling over $4.7 million, provide insight into the company's incentive-based compensation philosophy and demonstrate a performance-driven approach. The new director compensation program also signals an update to how the company recognizes and rewards its independent board members for their oversight and contributions.

Key Highlights

  • 1WellPoint, Inc. (now Elevance Health) authorized annual incentive awards for named executive officers for fiscal year 2004 on February 2, 2005.
  • 2The awards were granted under the Anthem Annual Incentive Plan, which was approved by shareholders in May 2003.
  • 3Total cash payments authorized for the named executive officers amount to $4,765,426.
  • 4Larry C. Glasscock, the top executive, received an award of $2,057,878.
  • 5The Compensation Committee determined the awards based on WellPoint's performance and executive performance against approved metrics for 2004.
  • 6A new compensation program for non-employee directors of WellPoint, Inc. was adopted by the Board of Directors on February 2, 2005.
  • 7The filing references Exhibit 99.1, which contains the details of the WellPoint, Inc. Board of Directors Compensation Program.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the material definitive agreements related to the compensation of WellPoint, Inc.'s named executive officers for fiscal year 2004 and the adoption of a new compensation program for its non-employee directors.

The named executive officers received a total of $4,765,426 in annual incentive awards for fiscal year 2004. The largest award went to Larry C. Glasscock, amounting to $2,057,878.

The awards were determined by the Compensation Committee based on the performance of WellPoint, Inc. and its subsidiaries, and the executive officers' performance, as measured against performance measures approved at the beginning of the year. This indicates a performance-based incentive structure.

The filing also discloses that WellPoint, Inc.'s Board of Directors adopted a new compensation program for directors who are not employees of the company on February 2, 2005.