8-KCorporate ChangesExhibits & Filings

Elevance Health, Inc. 8-K Report, Bylaw Amendment (Apr 30, 2010)

Filed April 30, 2010For Securities:ELV

Summary

Elevance Health, Inc., formerly known as WellPoint, Inc., filed this Form 8-K on April 30, 2010, to report a significant amendment to its corporate governance structure. The company's Board of Directors adopted an amendment to its By-Laws that opts out of the Indiana state law requirement for staggered director terms for publicly traded companies. This change allows the company greater flexibility in determining the number, groups, and terms of its directors, potentially leading to more dynamic board composition. This amendment, effective retroactively from July 29, 2009, provides WellPoint with the ability to implement annual elections for all directors if deemed appropriate by the board. This move could be interpreted as a step towards greater shareholder influence or a strategic adjustment to align board structure with evolving corporate governance best practices. Investors should note this change as it impacts the stability and accountability of the board.

Key Highlights

  • 1WellPoint, Inc. (now Elevance Health) amended its By-Laws to opt out of Indiana's mandatory staggered director term law.
  • 2The amendment allows the company flexibility in determining the number, groups, and terms of its Board of Directors.
  • 3This change enables the potential for all director seats to be subject to annual election.
  • 4The amendment is effective retroactively from July 29, 2009.
  • 5This action impacts the corporate governance structure and board composition of the company.
  • 6The filing includes Exhibit 3.2, the amended By-Laws of WellPoint, Inc.

Frequently Asked Questions

The main purpose of this 8-K filing is to report an amendment to WellPoint, Inc.'s (now Elevance Health) By-Laws. Specifically, the company is opting out of the Indiana state law that requires publicly traded companies to have staggered terms for their directors.

Opting out of staggered director terms means that the company's Board of Directors will have more flexibility. In the future, they could choose to have all directors elected annually, rather than having only a portion of the board up for election each year. This could potentially increase board accountability to shareholders if annual elections are adopted.

The amendment to the By-Laws was adopted on April 30, 2010, but it is effective retroactively from July 29, 2009.

This filing is from April 30, 2010, at which time the company's legal name was WellPoint, Inc. The company has since changed its name to Elevance Health, Inc. This is a common occurrence as companies evolve their brand and strategic focus.