8-KLeadership ChangesRegulation FDExhibits & Filings

Elevance Health, Inc. 8-K Report, Executive Changes (Feb 12, 2013)

Filed February 12, 2013For Securities:ELV

Summary

Elevance Health, Inc. (formerly WellPoint, Inc.) filed this Form 8-K on February 12, 2013, to announce a significant leadership change. The primary focus of this report is the appointment of Joseph R. Swedish as the new Chief Executive Officer, effective March 25, 2013. Mr. Swedish brings extensive experience from leadership roles at major healthcare organizations, including Trinity Health Corporation and Centura Health. This filing also details the comprehensive compensation package and employment terms for Mr. Swedish, including base salary, bonus opportunities, significant equity grants, a "make whole" payment for forfeited compensation, and other benefits. Additionally, the company reaffirmed its full-year 2013 net income guidance and announced the postponement of its Investor Day due to this leadership transition. Investors should note the company's name change to Elevance Health, Inc. which occurred later, as this filing is under the name WellPoint, Inc.

Key Highlights

  • 1Appointment of Joseph R. Swedish as Chief Executive Officer, effective March 25, 2013.
  • 2Mr. Swedish has a strong background in healthcare leadership, having previously served as CEO of Trinity Health Corporation.
  • 3Details of Mr. Swedish's compensation package include a base salary of $1,250,000, target annual bonus of 150% of base salary, and significant equity incentive grants.
  • 4Mr. Swedish will receive an inducement grant of restricted stock valued at $1,500,000.
  • 5A 'make whole' payment of approximately $3.56 million is provided to compensate Mr. Swedish for forfeited compensation from his previous employer.
  • 6WellPoint reaffirmed its 2013 net income guidance of at least $7.60 per share.
  • 7Investor Day event was postponed due to the CEO transition.

Frequently Asked Questions

The primary purpose of this Form 8-K filing by WellPoint, Inc. (now Elevance Health, Inc.) is to announce the appointment of Joseph R. Swedish as the new Chief Executive Officer and to provide details regarding his employment agreement and compensation.

Joseph R. Swedish has a substantial background in healthcare leadership, most recently serving as President and CEO of Trinity Health Corporation. He is set to officially begin his role as CEO of WellPoint, Inc. on March 25, 2013.

Mr. Swedish's compensation includes an annual base salary of $1,250,000, an annual target incentive bonus of 150% of his base salary (with a maximum of 300%), significant equity incentive grants with a target value of $8,000,000 for 2013, an additional $1,500,000 inducement grant of restricted stock, a 'make whole' payment for forfeited compensation (estimated at $3,561,476), and eligibility for employee benefits.

In this filing, WellPoint, Inc. reaffirmed its previously issued net income guidance for the full year 2013 to be at least $7.60 per share, which includes integration costs related to the acquisition of Amerigroup Corporation.