WELLCARE HEALTH PLANS, INC. (NYSE:WCG) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting at the Company’s corporate headquarters in Tampa, Florida on May 23, 2018. 39,963,873 shares of the Company’s common stock, or 89.3% of the shares of the Company’s common stock issued and outstanding on the record date, were present in person or represented by proxy at the Annual Meeting. Summarized below are descriptions of the proposals voted on at the Annual Meeting and the final results of such voting:
Proposal One: Election of directors
As described in the Company’s proxy statement, the Company’s Board of Directors (the “Board”) nominated ten individuals to serve as directors for a one-year term to expire at the Company’s 2019 Annual Meeting of Stockholders or until their successors are duly elected and qualified. All such nominees were elected by a majority of the votes cast, as follows:
Director |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
Richard C. Breon |
37,710,871 |
26,908 |
6,066 |
2,220,028 |
Kenneth A. Burdick |
37,722,105 |
15,673 |
6,067 |
2,220,028 |
Amy Compton-Phillips, M.D. |
37,722,268 |
15,610 |
5,967 |
2,220,028 |
H. James Dallas |
37,711,542 |
26,087 |
6,216 |
2,220,028 |
Kevin F. Hickey |
37,692,259 |
45,520 |
6,066 |
2,220,028 |
Christian P. Michalik |
37,306,724 |
430,955 |
6,166 |
2,220,028 |
Glenn D. Steele Jr., M.D. |
37,711,134 |
26,645 |
6,066 |
2,220,028 |
William L. Trubeck |
37,710,503 |
27,126 |
6,216 |
2,220,028 |
Kathleen E. Walsh |
37,710,965 |
26,914 |
5,966 |
2,220,028 |
Paul E. Weaver |
37,721,841 |
15,937 |
6,067 |
2,220,028 |
Proposal Two: Ratification of appointment of independent registered public accounting firm
The Company’s stockholders ratified the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 by the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on the proposal at the Annual Meeting as follows:
Votes For |
Votes Against |
Abstentions |
39,558,106 |
399,460 |
6,307 |
Proposal Three: Advisory vote on the compensation of the Company’s named executive officers (“Say on Pay”)
The Company’s stockholders approved the following resolution (the “Say on Pay Resolution”):
The Say on Pay Resolution was approved by the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on the proposal at the Annual Meeting as follows:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
37,117,717 |
616,760 |
9,368 |
2,220,028 |
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.