WELLCARE HEALTH PLANS, INC. (NYSE:WCG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The attraction and retention of executive talent continues to be a focus for WellCare Health Plans, Inc. (the “Company”). To ensure alignment with peer practices and offer competitive compensation programs, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of the Company periodically reviews the Company’s executive benefits. As part of this review, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”), the Compensation Committee’s independent compensation consultant, to provide a summary of details regarding the executive severance policies of the Company’s peers. Based on the information provided by FW Cook, on September 28, 2017, the Compensation Committee and the independent members of the Board determined to amend the WellCare Health Plans, Inc. Executive Severance Plan (the “Plan”) to increase severance benefits payable to the Company’s executive officers in the event that the executive officer’s employment is terminated by the Company without Cause or by the executive for Good Reason within twenty-four months following a Change in Control, or by the Company In Contemplation of a Change in Control (as such terms are defined in the Plan), by (i) increasing the multiple applied to the chief executive officer’s Base Salary and Bonus (as each term is defined in the Plan) from 2.5x to 3x, and (ii) adding an amount to each executive officer’s cash severance benefit equal to a pro rata portion of the executive’s annual short-term incentive bonus target in effect on the executive’s date of termination of employment based upon the percentage of the performance period that has elapsed through the date of termination of employment.

The above description of the amendments to the Plan is qualified in its entirety by reference to the Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are filed as part of this report:

WELLCARE HEALTH PLANS, INC. Exhibit
EX-10.1 2 ex101092817.htm EXECUTIVE SEVERANCE PLAN Exhibit     Back to Form 8-KExhibit 10.1WELLCARE HEALTH PLANS,…
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About WELLCARE HEALTH PLANS, INC. (NYSE:WCG)

WellCare Health Plans, Inc. is a managed care company focused on government-sponsored managed care services, primarily through Medicaid, Medicare Advantage (MA) and Medicare Prescription Drug Plans (PDPs) to families, children, seniors and individuals with complex medical needs. The Company’s segments include Medicaid Health Plans, Medicare Health Plans and Medicare PDPs. The Medicaid Health Plans segment includes plans for beneficiaries of Temporary Assistance for Needy Families, Supplemental Security Income, Aged Blind and Disabled and other state-based programs, such as Children’s Health Insurance Program and Managed Long-Term Care programs. The Medicare program provides health care coverage primarily to individuals age 65 or older, as well as to individuals with certain disabilities. It has contracts with Centers for Medicare & Medicaid Services to serve as a plan sponsor offering Medicare Part D PDP plans to Medicare-eligible beneficiaries through its Medicare PDPs segment.