Elevance Health, Inc 8-K, filed May 11, 2023
Elevance Health, Inc. (ELV)
8-K
2023-05-11
For: 2023-05-10
View Original
Added on
April 07, 2026
About this 8-K
Elevance Health, Inc filed this 8-K on May 11, 2023, reporting on events of May 10, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
May 11, 2023 (May 10, 2023 )
Date of Report (Date of earliest event reported)
___________________________________
(Exact name of registrant as specified in its charter)
___________________________________
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices and zip code)
(833 ) 401-1577
(Registrant's telephone number, including area code)
________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07 - Submission of Matters to a Vote of Security Holders
On May 10, 2023, Elevance Health, Inc. (the "Company") held its Annual Meeting of Shareholders. The shareholders of the Company voted as follows on the matters set forth below.
1.Election of Directors. The following nominees for director were elected to serve three-year terms to expire at the Company’s annual meeting of shareholders in 2026 based on the following votes:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Gail K. Boudreaux | 198,992,950 | 483,218 | 171,074 | 13,896,443 | ||||||||||||||||||||||
| R. Kerry Clark | 198,189,502 | 1,271,318 | 186,422 | 13,896,443 | ||||||||||||||||||||||
| Robert L. Dixon, Jr. | 192,145,905 | 7,313,382 | 187,955 | 13,896,443 | ||||||||||||||||||||||
| Deanna D. Strable | 196,816,901 | 2,651,250 | 179,091 | 13,896,443 | ||||||||||||||||||||||
2.Advisory vote on the Company’s executive compensation. The advisory vote on the compensation of the Company’s named executive officers was approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| 187,532,307 | 11,449,434 | 665,501 | 13,896,443 | ||||||||||||||||||||
3.Advisory vote on the frequency of shareholder vote on executive compensation. The majority of shareholders voted for the "1 Year" frequency based on the following votes:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | |||||||||||||||||||||||||
| 196,348,094 | 112,226 | 2,971,153 | 215,769 | 13,896,443 | |||||||||||||||||||||||||
Based on these results, and consistent with the Board’s recommendation, the Board has determined that the Company will hold an advisory vote on executive compensation every year, until the next advisory vote on frequency.
4.Ratification of the appointment of Ernst & Young LLP. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023 was ratified based upon the following votes:
| For | Against | Abstain | ||||||||||||||||||
| 197,125,231 | 16,124,404 | 294,050 | ||||||||||||||||||
5.Shareholder proposal on right to call a special meeting. The shareholder proposal to allow shareholders owning 10% or more of our common stock to call a special meeting of shareholders was not approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| 91,711,541 | 107,655,455 | 280,246 | 13,896,443 | ||||||||||||||||||||
6.Shareholder proposal requesting annual reporting from third parties seeking financial support. The shareholder proposal requesting annual reporting from third parties seeking financial support from the Company was not approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| 16,060,203 | 181,759,805 | 1,827,234 | 13,896,443 | ||||||||||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 11th day of May, 2023.
| ELEVANCE HEALTH, INC. | |||||
By: | /s/ Kathleen S. Kiefer | ||||
Name: | Kathleen S. Kiefer | ||||
Title: | Chief Governance Officer and Corporate Secretary | ||||