Business Context and Reporting Period
This Form 8-K filing by Anthem, Inc. (now Elevance Health, Inc.) covers the date of May 16, 2018. The report details the outcomes of the Company's Annual Meeting of Shareholders held on this date, specifically focusing on corporate governance amendments and the election of directors.
Financial Metrics
This filing is a current report regarding corporate governance and shareholder voting results. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes
The primary material changes reported are amendments to the Company's governing documents approved by shareholders:
- Articles of Incorporation: Amended to allow shareholders owning 20% or more of the Company's common stock to call special meetings of shareholders.
- Bylaws: Amended by the Board of Directors to specify the procedures for shareholder-requested special meetings.
Shareholder Voting Results and Governance
Shareholders voted on five key matters during the Annual Meeting:
- Election of Directors: All four nominees (Lewis Hay, III; Julie A. Hill; Antonio F. Neri; Ramiro G. Peru) were elected to three-year terms expiring in 2021. Votes were overwhelmingly in favor, with "For" votes ranging from approximately 202 million to 209 million.
- Ratification of Auditors: The appointment of Ernst & Young LLP as the independent registered public accounting firm for 2018 was ratified with approximately 217 million votes in favor.
- Executive Compensation: The advisory vote on executive compensation was approved with approximately 197 million votes in favor.
- Articles of Incorporation Amendment (20% Threshold): The proposal to allow shareholders owning 20% or more to call special meetings was approved with approximately 191 million votes in favor.
- Shareholder Proposal (10% Threshold): A shareholder proposal requesting a lower threshold (10% ownership) to call special meetings was not approved, receiving approximately 93 million votes in favor versus 113 million against.
Key Facts for Investor Verification
- Confirm the effective date of the Articles of Incorporation amendment (May 16, 2018) and the specific 20% ownership threshold for calling special meetings.
- Verify the terms of the newly elected directors, which expire at the 2021 annual meeting.
- Note the rejection of the shareholder proposal to lower the special meeting threshold to 10%.
- Review the filed exhibits (Exhibit 3.1 and 3.2) for the full text of the amended Articles of Incorporation and Bylaws.