8-KLeadership ChangesRegulation FD

Elevance Health, Inc. 8-K Report, Executive Changes (May 13, 2013)

Filed May 13, 2013For Securities:ELV

Summary

Elevance Health, Inc. (formerly WellPoint, Inc.) filed an 8-K on May 13, 2013, reporting significant changes in its Board of Directors. Three directors, Dr. Lenox D. Baker, Jr., Susan B. Bayh, and Sheila P. Burke, submitted their immediate resignations for personal reasons. Notably, Ms. Burke also withdrew her candidacy for re-election at the upcoming 2013 Annual Meeting of Shareholders. The company also took the opportunity to reaffirm its full-year 2013 net income guidance of at least $7.75 per share. This guidance includes an expected $0.05 per share in investment losses and assumes no further investment gains or losses beyond those recognized in the first quarter of 2013. Investors should note that the resignations were stated to be without disagreement or dispute, and that proxy voting for the annual meeting will proceed with adjustments for Ms. Burke's withdrawal.

Key Highlights

  • 1Three directors resigned from the Board of Directors, effective immediately.
  • 2The director resignations were stated to be for personal reasons, with no disagreements or disputes with the company.
  • 3Sheila P. Burke withdrew her candidacy for re-election at the 2013 Annual Meeting of Shareholders.
  • 4Shareholders who have already submitted proxies do not need to resubmit unless they wish to revoke them.
  • 5Proxy votes concerning Ms. Burke will be disregarded.
  • 6The company reaffirmed its full-year 2013 net income guidance of at least $7.75 per share.
  • 7The guidance includes an expected $0.05 per share in investment losses and no further investment gains or losses beyond Q1 2013.

Frequently Asked Questions

The resignations of three directors, while stated to be for personal reasons, do reduce the board's size and may necessitate future appointments. However, the company has indicated that the resignations were amicable and without dispute. The immediate impact on governance is managed by clarifying proxy voting procedures for the upcoming annual meeting.

Sheila P. Burke withdrew her candidacy for re-election for personal reasons. The company has stated that this decision was not due to any disagreement or dispute between Ms. Burke and WellPoint, Inc.

No, if you have already submitted your proxy for the 2013 Annual Meeting of Shareholders, you do not need to resubmit it unless you wish to revoke your proxy. The proxy holders will vote your shares as instructed, with votes pertaining to Ms. Burke being disregarded.

Yes, the company reaffirmed its net income guidance for the full year 2013 to be at least $7.75 per share. This guidance accounts for an expected $0.05 per share in investment losses and assumes no additional investment gains or losses beyond what was recorded in the first quarter of 2013.