Form 8-K Anthem, Inc. For: May 18

May 19, 2022 6:07 AM EDT

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8-K
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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): May 19, 2022 (May 18, 2022)

 

 

ANTHEM, 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.)

 

220 Virginia Ave

Indianapolis, IN 46204

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (800) 331-1476

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock   ANTM   NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.07

Submission of Matters to a Vote of Security Holders

Anthem, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 18, 2022. 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 Company’s annual meeting of shareholders in 2025 based on the following votes:

 

Nominee

   For      Against      Abstain      Broker
Non-Votes
 

Susan D. DeVore

     202,955,701        435,342        169,263        12,129,538  

Bahija Jallal

     196,680,904        6,692,517        186,885        12,129,538  

Ryan M. Schneider

     201,055,273        2,324,015        181,018        12,129,538  

Elizabeth E. Tallett

     197,110,938        6,278,599        170,769        12,129,538  

 

2.

Advisory vote on the Company’s executive compensation. The advisory vote on the compensation of the Company’s named executive officers was approved based upon the following votes:

 

For

 

Against

 

Abstain

 

Broker

Non-Votes

187,509,042

  15,306,362   744,902   12,129,538

 

3.

Ratification of the appointment of Ernst & Young LLP. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022 was ratified based upon the following votes:

 

For

 

Against

 

Abstain

199,263,215

  16,281,833   144,796

 

4.

Amendment to Articles of Incorporation to change the Company’s name to Elevance Health, Inc. The amendment to the Company’s Amended and Restated Articles of Incorporation to change the Company’s name to Elevance Health, Inc. was approved based upon the following votes:

 

For

 

Against

 

Abstain

213,818,426

  1,611,257   260,161

 

5.

Shareholder proposal to prohibit political funding. The shareholder proposal to prohibit the use of corporate or PAC funds for direct or indirect contributions to candidates was not approved based upon the following votes:

 

For

 

Against

 

Abstain

 

Broker

Non-Votes

8,086,777

  193,486,510   1,987,019   12,129,538

 

6.

Shareholder proposal requesting a racial impact audit and report. The shareholder proposal to require the Company to engage a third party to conduct a racial impact audit and publicly disclose the audit results was not approved based upon the following votes:

 

For

 

Against

 

Abstain

 

Broker

Non-Votes

83,356,565

  118,761,612   1,442,129   12,129,538


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: May 19, 2022

 

ANTHEM, INC.
By:  

/s/ Kathleen S. Kiefer

Name:   Kathleen S. Kiefer
Title:   Corporate Secretary


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