8-KCorporate ChangesExhibits & Filings

Elevance Health, Inc. 8-K Report, Bylaw Amendment (Feb 23, 2016)

Filed February 23, 2016For Securities:ELV

Summary

This 8-K filing from Anthem, Inc. (now Elevance Health, Inc.) on February 23, 2016, primarily announces a significant change in its corporate governance. Effective February 18, 2016, the company amended its By-Laws to implement proxy access, a policy that allows eligible shareholders to nominate directors directly on the company's proxy card. This move is investor-focused as it provides shareholders with greater influence over board composition. The new by-laws permit a shareholder, or a group of up to 20 shareholders, collectively holding at least 3% of the company's stock for a minimum of three years, to nominate director candidates. These nominees can represent up to 20% of the board or two individuals, whichever is greater, subject to meeting specific requirements outlined in the By-Laws. This policy change is intended to align the company's governance practices with evolving shareholder expectations and enhance board accountability.

Key Highlights

  • 1Anthem, Inc. (now Elevance Health) amended its By-Laws to implement proxy access.
  • 2Proxy access allows eligible shareholders to nominate director candidates for inclusion on the company's proxy card.
  • 3To be eligible, shareholders must own at least 3% of outstanding common stock continuously for at least 3 years.
  • 4A group of up to 20 shareholders can aggregate their holdings to meet the 3% ownership threshold.
  • 5Eligible shareholders can nominate director candidates constituting up to the greater of 20% of the Board or 2 individuals.
  • 6The new by-laws also updated Advance Notice provisions to accommodate proxy access nominations.
  • 7This change aims to enhance shareholder engagement and influence over board composition.

Frequently Asked Questions

Proxy access is a corporate governance provision that allows eligible shareholders to nominate director candidates and have those nominees included in the company's official proxy materials for annual meetings. Anthem implemented this to provide shareholders with greater ability to influence board composition and to align with evolving corporate governance best practices and shareholder expectations.

To utilize proxy access, a shareholder (or a group of up to 20 shareholders) must have continuously owned at least 3% of the company's outstanding common stock for at least three years. They must also meet other specific requirements detailed within the amended By-Laws.

Under the new By-Laws, eligible shareholders can nominate director candidates that constitute up to the greater of 20% of the Board of Directors or two individuals. If a nominated director is elected and their term continues beyond the meeting, they count towards this limit.

No, this specific 8-K filing is solely focused on amendments to the company's By-Laws to implement proxy access. It does not contain any financial statements, earnings results, or other operational or strategic business updates.