Elevance Health, Inc 8-K, filed Dec 10, 2025
Elevance Health, Inc. (ELV)
8-K
2025-12-10
For: 2025-12-10
View Original
Added on
April 07, 2026
About this 8-K
Elevance Health, Inc filed this 8-K on December 10, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
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
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 10, 2025, the Board of Directors (the “Board”) of Elevance Health, Inc. (the “Company”) elected Amy W. Schulman to serve as an independent director effective January 12, 2026, with a term expiring at the Company’s 2028 annual meeting of shareholders. The Board also appointed Ms. Schulman to its Audit and Finance Committees.
There is no arrangement or understanding between Ms. Schulman and any other person pursuant to which she was elected to the Board, and Ms. Schulman has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended. The Board has determined that Ms. Schulman qualifies as an "independent director" as defined by the NYSE's listing standards and the Company's director independence guidelines, and as an “audit committee financial expert” as defined by the Securities and Exchange Commission regulations.
Ms. Schulman will receive compensation for her services as a director in accordance with the Company’s standard compensation program for non-employee directors, which is filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
A copy of the Company’s press release announcing Ms. Schulman's election is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No | Exhibit | ||||
99.1 | |||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL doc) | ||||
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 10th day of December, 2025.
| ELEVANCE HEALTH, INC. | |||||
By: | /s/ Kathleen S. Kiefer | ||||
Name: | Kathleen S. Kiefer | ||||
Title: | Chief Governance Officer and Corporate Secretary | ||||
Elevance Health Board Welcomes Amy Schulman as New Director, Reflecting Ongoing Commitment to Governance Excellence
INDIANAPOLIS – December 10, 2025 – The board of directors of Elevance Health (NYSE: ELV) today announced the appointment of Amy Schulman, a recognized healthcare executive, investor, and governance leader, as an independent director, effective January 12, 2026. Schulman will serve on the Audit and Finance Committees, contributing deep expertise in healthcare innovation, regulatory strategy, and value creation across complex, global enterprises.
This appointment reflects Elevance Health’s ongoing board refreshment strategy to ensure diverse, independent, and future-focused leadership that aligns with the company’s long-term strategy and stakeholders’ priorities.
“Amy’s record of driving innovation, disciplined investment, and strong governance across the healthcare ecosystem will further strengthen our board’s ability to deliver long-term value for shareholders and meaningful outcomes for consumers,” said Ramey Peru, Chair of the Elevance Health Board of Directors. “Her insight into the intersection of science, technology, and patient care makes her an exceptional addition as we continue to advance and expand our services.”
Schulman currently serves as Managing Partner at Polaris Partners, a leading venture capital firm managing more than $4 billion across healthcare and technology investments. She also serves as Chair of the Board of Alnylam Pharmaceuticals, Inc., a biopharmaceutical company pioneering RNA-based therapeutics, and as a Senior Lecturer at Harvard Business School, where she teaches leadership and corporate governance. Previously, Schulman held senior executive roles at Pfizer Inc., including Executive Vice President and General Counsel and President of Pfizer Nutrition, overseeing major business transformations and strategic acquisitions.
“Amy’s appointment underscores our commitment to a strong, independent board with diverse perspectives and the right balance of experience and innovation,” added Peru. “As Elevance Health continues to execute its strategy, the board’s refreshment process remains central to our mission of improving health outcomes while delivering sustainable, long-term value.”
About Elevance Health, Inc.
Elevance Health is a lifetime, trusted health partner whose purpose is to improve the health of humanity. The company supports consumers, families, and communities across the entire healthcare journey – connecting them to the care, support, and resources they need to lead better lives. Elevance Health’s companies serve 109 million consumers through a diverse
portfolio of industry-leading medical, pharmacy, behavioral, clinical, home health, and complex care solutions. For more information, please visit www.elevancehealth.com or follow @ElevanceHealth on X and Elevance Health on LinkedIn.
Investor Relations:
Nathan Rich
Investor.Relations@elevancehealth.com
Nathan Rich
Investor.Relations@elevancehealth.com
Media Relations:
Leslie Porras
Leslie.Porras@elevancehealth.com
Leslie Porras
Leslie.Porras@elevancehealth.com