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 15, 2019
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)
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 (seeGeneral 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On May 15, 2019, the shareholders of Anthem, Inc. (the “Company”) approved a proposal to amend the Company’s Articles of Incorporation (the “Articles”) to eliminate the classified board structure when permitted under the Company’s contractual obligations with the Blue Cross and Blue Shield Association (“BCBSA”), as described in Proposal 4 in the Company’s definitive proxy statement for the 2019 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 29, 2019. The amendments to the Articles of Incorporation were effective on May 15, 2019 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 May 15, 2019, the Board of Directors of the Company amended the Company’s Bylaws (as so amended, the “Bylaws”) to eliminate the classified board structure when permitted under the Company’s contractual obligations with the BCBSA. 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.
Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Company held its Annual Meeting of Shareholders on May 15, 2019. 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 2022 based on the following votes: |
Nominee | For | Against | Abstain | Broker Non-Votes | ||||
Bahija Jallal | 210,670,165 | 702,434 | 380,714 | 14,632,647 | ||||
Elizabeth E. Tallett | 204,605,050 | 6,847,664 | 300,599 | 14,632,647 |
2. | Ratification of the appointment of Ernst & Young LLP. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2019 was ratified based upon the following votes: |
For | Against | Abstain | ||
215,737,945 | 10,491,740 | 156,275 |
3. | 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 | |||
197,673,327 | 13,581,706 | 498,280 | 14,632,647 |
4. | Amendments to the Articles of Incorporation. The amendments to the Articles of Incorporation to eliminate the classified board structure when permitted under the Company’s contractual obligations with the Blue Cross and Blue Shield Association were approved based upon the following votes: |
For | Against | Abstain | Broker Non-Votes | |||
211,221,543 | 244,960 | 286,810 | 14,632,647 |
5. | Shareholder proposal to elect each director annually. The shareholder proposal to elect each director annually at such time when it would not interfere with the Company’s existing contractual obligations was approved based upon the following votes: |
For | Against | Abstain | Broker Non-Votes | |||
154,341,012 | 51,740,281 | 4,155,063 | 16,149,604 |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are being filed herewith:
Exhibit | Exhibit | |
3.1 | Amended and Restated Articles of Incorporation of Anthem, Inc., as of May 15, 2019. | |
3.2 | Bylaws of Anthem, Inc., as amended May 15, 2019. |
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 15, 2019
ANTHEM, INC. | ||
By: | /s/ Kathleen S. Kiefer | |
Name: | Kathleen S. Kiefer | |
Title: | Corporate Secretary |