ANTHEM, INC. (NYSE:ANTX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May18, 2017, the shareholders of Anthem, Inc. (the Company)
approved the 2017 Anthem Incentive Compensation Plan (the Plan).
The Plan is described in Proposal 6 in the Companys definitive
proxy statement for the 2017 Annual Meeting of Shareholders,
filed with the Securities and Exchange Commission on March31,
2017 (the 2017 Proxy Statement), which description is
incorporated herein by reference. The descriptions of the Plan
contained herein and incorporated by reference from the 2017
Proxy Statement are qualified by reference to the full text of
the Plan, a copy of which is filed herewith as Exhibit 10.1 and
incorporated herein by reference.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On May18, 2017, the shareholders of the Company approved a
proposal to amend the Companys Articles of Incorporation (the
Articles) to provide the Companys shareholders with the ability
to amend the Companys By-Laws, except for those provisions
required by the Companys license agreement with the Blue Cross
and Blue Shield Association as described in Proposal 5 in the
2017 Proxy Statement. The amendments to the Articles of
Incorporation were effective on May18, 2017 by filing with the
Indiana Secretary of State. A restatement of the Articles of
Incorporation, which includes the amendments referred to above,
is filed herewith as Exhibit 3.1 and incorporated herein by
reference.
On May18, 2017, the Board of Directors of the Company amended the
Companys By-Laws (as so amended, the Bylaws) to provide
shareholders with the ability to amend the Bylaws as set forth in
the Articles. The Bylaws were also amended to remove all
references to the Executive Committee, which committee has been
disbanded. The foregoing description is qualified by reference to
the full text of the Bylaws, a copy of which is filed herewith as
Exhibit 3.2 and incorporated herein by reference.
| Item5.07 |
Submission of Matters to a Vote of Security Holders |
The Company held its Annual Meeting of Shareholders on May18,
2017. 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 annual meeting of shareholders in 2020 based on the following votes: |
|
Nominee |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
|
R. Kerry Clark |
213,444,541 | 5,680,761 | 573,768 | 14,847,463 | ||||||||||||
|
Robert L. Dixon, Jr. |
214,004,645 | 5,164,092 | 530,333 | 14,847,463 |
| 2. |
Ratification of the appointment of Ernst Young LLP. The appointment of Ernst Young LLP as the Companys independent registered public accounting firm for 2017 was ratified based upon the following votes: |
|
For |
Against |
Abstain |
||
|
231,769,516 |
2,518,975 | 258,042 |
| 3. |
Advisory vote on the Companys executive compensation. Shareholders approved the advisory vote on the compensation of the Companys Named Executive Officers based upon the following votes: |
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
206,334,514 |
12,550,106 | 814,450 | 14,847,463 |
| 4. |
Advisory vote on the frequency of shareholder votes on executive compensations. The majority of the shareholders voted for the 1 Year frequency based upon the following votes: |
|
1 Year |
2 Year |
3 Year |
Abstain |
Broker Non-Votes |
||||
|
192,938,875 |
914,713 |
25,552,704 | 292,778 | 14,847,463 |
Based on these results, and consistent with the Boards
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.
| 5. |
Approval of the amendments to the Articles of Incorporation. Shareholders approved the amendments to the Articles of Incorporation based upon the following votes: |
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
219,198,317 |
231,327 | 269,426 | 14,847,463 |
| 6. |
Approval of the 2017 Anthem Incentive Compensation Plan. Shareholders approved the 2017 Anthem Incentive Compensation Plan based upon the following votes: |
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
199,604,210 |
19,684,786 | 410,074 | 14,847,463 |
Section9 Financial Statements and Exhibits.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are being filed herewith:
|
Exhibit No. |
Exhibit |
|
| 3.1 |
Amended and Restated Articles of Incorporation of Anthem, Inc., as of May18, 2017. |
|
| 3.2 | Bylaws of Anthem, Inc., as amended May18, 2017. | |
| 10.1 |
2017 Anthem Incentive Compensation Plan, effective May18, 2017. |
ANTHEM, INC. (NYSE:ANTX) Recent Trading Information
ANTHEM, INC. (NYSE:ANTX) closed its last trading session down -0.03 at 50.83 with shares trading hands.
