8-KLeadership ChangesCorporate ChangesExhibits & Filings

Elevance Health, Inc. 8-K Report, Executive Changes (Sep 14, 2012)

Filed September 14, 2012For Securities:ELV

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.

Frequently Asked Questions

John Cannon's base salary was increased to $83,333 per month, his target annual cash incentive was set at 110% of his base salary, and he received a restricted stock unit grant valued at $2.5 million. These changes were made in connection with his appointment as Interim President and CEO.

The increased base salary and target annual cash incentive are effective as of August 27, 2012. The $2.5 million restricted stock unit grant has a grant date of October 1, 2012, with vesting beginning in installments starting October 1, 2013.

The By-laws were amended to clarify that the CEO is not required to be a member of the Board of Directors. Additionally, if the Chair of the Board and Lead Director are absent, the CEO will preside at Board meetings, but only if they are a Director.

No, this filing primarily focuses on the executive compensation adjustments for the interim CEO and the specific amendments to the company's By-laws concerning the CEO's role on the Board. No other material business events or financial changes are disclosed in this particular 8-K.