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): May 29, 2013 (May 28, 2013)
WELLPOINT, INC.
(Exact name of registrant as specified in its charter)
Indiana | 001-16751 | 35-2145715 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
120 Monument Circle Indianapolis, IN 46204 |
(Address of principal executive offices) (Zip Code) |
Registrants telephone number, including area code: (317) 488-6000
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
¨ | 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)) |
Section 5 Corporate Governance and Management
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On May 28, 2013, the WellPoint, Inc. (the Company) Board of Directors elected Lewis Hay, III to the Board effective as of July 1, 2013 for a term expiring on the date of the Companys 2014 Annual Meeting of Shareholders. The Board also appointed Mr. Hay to the Audit, Compensation and Strategic Innovation Committees of the Board.
There are no arrangements or understandings between Mr. Hay and any other person pursuant to which he was elected to the Board, and there are no relationships between Mr. Hay and the Company that would require disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended. Mr. Hay will participate in the director compensation program described in the Companys proxy statement filed with the Securities and Exchange Commission on April 2, 2013.
A copy of the Companys press release announcing Mr. Hays election is furnished herewith as Exhibit 99.1.
Section 9 Financial Statements and Exhibits.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibit is being furnished herewith:
Exhibit No. |
Exhibit | |
99.1 | Press release dated May 29, 2013 announcing the election of Lewis Hay, III to the WellPoint, Inc. Board of Directors |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 29, 2013
WELLPOINT, INC. | ||
By: | /s/ Kathleen S. Kiefer | |
Name: | Kathleen S. Kiefer | |
Title: | Corporate Secretary |
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EXHIBIT INDEX
Exhibit No. |
Exhibit | |
99.1 | Press release dated May 29, 2013 announcing the election of Lewis Hay, III to the WellPoint, Inc. Board of Directors |
- 4 -
Exhibit 99.1
PRESS RELEASE
WellPoints Board Welcomes Lewis Hay as New Director
Indianapolis, Ind. May 29, 2013 WellPoint, Inc. (NYSE: WLP) today announced that Lewis (Lew) Hay, III, has been named to its Board of Directors, effective July 1, 2013. Mr. Hay has a proven track record as a leader, most recently serving as executive chairman of NextEra Energy, Inc., one of the nations leading electricity-related services companies and the largest renewable energy generator in North America.
We are pleased to welcome Lew to our Board of Directors, said WellPoint CEO Joseph R. Swedish. His extensive leadership experience and business acumen will bring valuable insight to our Board as we prepare for changes in the health care industry and continue to position the company for success.
Mr. Hay was appointed to his role as executive chairman of NextEra in 2002 and will serve until his retirement, which is planned for the end of 2013. He also served as the companys chief executive officer from 2001 through 2012. Mr. Hay joined NextEra Energy as chief financial officer in 1999.
Mr. Hay received a Bachelor of Science degree in electrical engineering from Lehigh University and a Master of Science degree in industrial administration from Carnegie Mellon University. He currently serves on numerous boards and associations including the board of directors of Capital One Financial Corporation and Harris Corporation. Mr. Hay is currently the chairman of the Edison Electric Institute (EEI), the association of US shareholder-owned electric utilities. He also is a director and former chairman of the Institute of Nuclear Power Operations (INPO). Mr. Hay is also a member of the Business Board of Advisors at Carnegie Mellon Universitys Tepper School of Business and is a past member of the Presidents Council on Jobs and Competitiveness and the Business Roundtable.
About WellPoint, Inc.
At WellPoint, we believe there is an important connection between our members health and well-beingand the value we bring our customers and shareholders. So each day we work to improve the health of our members and their communities. And, we can make a real difference since we have nearly 36 million people in our affiliated health plans, and nearly 68 million people served through our subsidiaries. As an independent licensee of the Blue Cross and Blue Shield Association, WellPoint serves members as the Blue Cross licensee for California; and as the Blue Cross and Blue Shield licensee for Colorado, Connecticut, Georgia, Indiana, Kentucky, Maine, Missouri (excluding 30 counties in the Kansas City area), Nevada, New Hampshire, New York (as the Blue Cross Blue Shield licensee in 10 New York City metropolitan and surrounding counties and as the Blue Cross or Blue Cross Blue Shield licensee in selected upstate counties only), Ohio, Virginia (excluding the Northern Virginia suburbs of Washington, D.C.), and Wisconsin. In a majority of these service areas, WellPoints plans do business as Anthem Blue Cross, Anthem Blue Cross and Blue Shield, Blue Cross and Blue Shield of Georgia and Empire Blue Cross Blue Shield, or Empire Blue Cross (in the New York service areas). We also serve customers in several additional states through our Amerigroup subsidiary and in certain markets through our CareMore subsidiary. Our 1-800 CONTACTS, Inc. subsidiary offers customers online sales of contact lenses, eyeglasses and other ocular products. Additional information about WellPoint is available at www.wellpoint.com.
WellPoint Contacts: | ||
Investor Relations | Media | |
Doug Simpson, 212-476-1473 | Kristin Binns, 917-697-7802 |
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