Summary
This Form 8-K filing by WellPoint, Inc. (now Elevance Health, Inc.) on September 14, 2012, primarily details changes to the compensation of its Interim President and Chief Executive Officer, John Cannon, and amendments to the company's By-laws. Key compensation adjustments for Mr. Cannon include an increased monthly base salary, a revised target annual cash incentive at 110% of base salary, and a significant restricted stock unit grant valued at $2.5 million. These changes were approved by the Compensation Committee to align with his interim leadership role and are effective retroactively for salary and incentive components from late August 2012, with the stock grant to be awarded in early October 2012. Additionally, the company's By-laws were amended to clarify the CEO's role in Board meetings. Specifically, the CEO is no longer required to be a Board member, and will preside over Board meetings in the absence of the Chair and Lead Director, provided they are a Director. These by-law changes took effect upon their adoption by the Board.
Key Highlights
- 1John Cannon, Interim President and CEO, received compensation adjustments including a base salary increase to $83,333/month and a target annual cash incentive of 110% of base salary.
- 2A restricted stock unit award valued at $2.5 million was granted to John Cannon, vesting over four years starting October 1, 2013.
- 3The compensation changes for Mr. Cannon are effective retroactively for salary and incentive components to August 27, 2012.
- 4WellPoint's By-laws were amended to state that the CEO is not required to be a member of the Board of Directors.
- 5Amendments to the By-laws also stipulate that the CEO shall preside at Board meetings if the Chair and Lead Director are absent, provided the CEO is a Director.
- 6The By-law amendments took effect upon adoption by the Board of Directors on September 12, 2012.