WELLCARE HEALTH PLANS, INC. (NYSE:WCG) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.
A special meeting of stockholders of WellCare Health Plans, Inc. (the “Company”) was held on June 24, 2019 (the “Special Meeting”). Descriptions of each of the proposals voted upon at the Special Meeting are contained in the definitive joint proxy statement/prospectus, dated May 23, 2019, which was first mailed to the Company’s stockholders on or about May 24, 2019. At the close of business on May 22, 2019, the record date for the Special Meeting, the Company had 50,311,854 shares of common stock issued and outstanding. The holders of a total of 41,810,558 shares of common stock were present at the Special Meeting, either in person or by proxy, which constituted a quorum for the purpose of the Special Meeting.
The final voting results as to each proposal are set forth below.
Proposal One: Merger Agreement Proposal
A proposal to adopt the Agreement and Plan of Merger, dated as of March 26, 2019 (the “Merger Agreement”), by and among Centene Corporation, Wellington Merger Sub I, Inc., Wellington Merger Sub II, Inc. and the Company, as may be amended from time to time (the “Merger Agreement Proposal”). Voting results were as follows:
Proposal Two: Compensation Proposal
A proposal to approve, on a non-binding advisory basis, compensation payable to executive officers of the Company in connection with the transactions contemplated by the Merger Agreement. Voting results were as follows:
Proposal Three: Adjournment Proposal
A proposal to approve the adjournment of the Special Meeting, from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal. Voting results were as follows:
Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to adopt the Merger Agreement.
Item 8.01 Other Events.
On June 24, 2019, the Company and Centene Corporation issued a joint press release (the “Press Release”) announcing the results of the Special Meeting. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
WELLCARE HEALTH PLANS, INC. Exhibit
EX-99.1 2 ex99162419.htm PRESS RELEASE DATED JUNE 24,…
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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.
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