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): September 17, 2013 (September 13, 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 September 13, 2013, the WellPoint, Inc. (the Company) Board of Directors elected John H. Short (age 69) and Elizabeth E. Tallett (age 64) to the Board of Directors. Mr. Shorts election is effective as of September 18, 2013 for a term expiring on the date of the Companys 2015 Annual Meeting of Shareholders. Ms. Talletts election is effective as of October 1, 2013 for a term expiring on the date of the Companys 2016 Annual Meeting of Shareholders. The Board also appointed Mr. Short to the Audit and Strategic Innovation Committees of the Board and Ms. Tallett to the Compensation and Governance Committees of the Board.
There are no arrangements or understandings between Mr. Short or Ms. Tallett and any other person pursuant to which they were elected to the Board, and there are no relationships between Mr. Short or Ms. Tallett 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. Short and Ms. Tallett will participate in the director compensation program described in Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
A copy of the Companys press release announcing Mr. Shorts and Ms. Talletts 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 September 17, 2013 announcing the election of John H. Short and Elizabeth E. Tallett 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: September 17, 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 September 17, 2013 announcing the election of John H. Short and Elizabeth E. Tallett to the WellPoint, Inc. Board of Directors |
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Exhibit 99.1
PRESS RELEASE
WellPoints Board Welcomes John Short and Elizabeth Tallett as New Directors
Indianapolis, Ind. September 17, 2013 WellPoint, Inc. (NYSE: WLP) today announced that John Short and Elizabeth (Liz) Tallett, have been named to its Board of Directors, effective September 18, and October 1, 2013, respectively. Both Mr. Short and Ms. Tallett have robust health care experience and proven track records as leaders.
Ms. Tallett brings more than 35 years of global biopharmaceutical and consumer products experience, including operating and strategic leadership roles at a number of health care and technology companies. She is a Principal of Hunter & Partners LLC, a health care consulting firm. Through other board affiliations including her tenure as the Lead Director at Coventry Health Care Inc., she brings a financial services and health care perspective to WellPoints Board of Directors.
Mr. Short is the former CEO of RehabCare Group, a publicly traded rehabilitation services provider that was acquired by Kindred Health Care in 2011. He is a principal of Short Consulting LLC, a health care consulting firm. He started his first health care consulting firm more than 40 years ago. Through other board affiliations (including service on another public company board), he brings health care experience to WellPoints Board.
We are pleased to welcome John and Liz to our Board of Directors, said George Schaefer, chairman of the WellPoint Board of Directors.Their extensive health care industry experience and leadership will bring valuable insight to our Board as we continue to position the company for success.
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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