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 18, 2011 |
Health Net, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 1-12718 | 95-4288333 |
| _____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 21650 Oxnard Street, Woodland Hills, California | 91367 | |
| _________________________________ (Address of principal executive offices) | ___________ (Zip Code) |
| Registrant’s telephone number, including area code: | (818) 676-6000 |
Not Applicable
______________________________________________
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:
[ ] 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))
Item 5.07. Submission of Matters to a Vote of Security Holders
(a) Health Net, Inc. (the “Company”) held its Annual Meeting of Stockholders in Woodland Hills, California on May 18, 2011 (the “Annual Meeting”).
(b) At the Annual Meeting, the stockholders (1) elected all of the Company’s nominees for director, (2) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered accounting firm for 2011, (3) approved, on an advisory basis, the compensation of the Company’s named executive officers, (4) approved, on an advisory basis, one year as the frequency with which future advisory votes will be held to approve the compensation of the Company’s named executive officers and (5) approved an amendment and restatement of the Company’s certificate of incorporation to eliminate its supermajority voting requirements, with the voting results set forth below.
Proposal 1: To elect the following nine directors to serve for a term of one year or until the 2012 Annual Meeting of Stockholders.
Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||||
| Mary Anne Citrino | 76,676,423 | 4,197,636 | 26,149 | 3,517,393 | ||||||||||||||
| Theodore F. Craver, Jr. | 77,303,381 | 3,561,419 | 35,408 | 3,517,393 | ||||||||||||||
| Vicki B. Escarra | 78,755,266 | 2,122,651 | 22,291 | 3,517,393 | ||||||||||||||
| Gale S. Fitzgerald | 79,410,157 | 1,459,750 | 30,301 | 3,517,393 | ||||||||||||||
| Patrick Foley | 78,115,156 | 2,752,754 | 32,298 | 3,517,393 | ||||||||||||||
| Jay M. Gellert | 79,207,340 | 1,671,727 | 21,141 | 3,517,393 | ||||||||||||||
| Roger F. Greaves | 79,134,261 | 1,738,439 | 27,508 | 3,517,393 | ||||||||||||||
| Bruce G. Willison | 71,887,860 | 8,973,911 | 38,437 | 3,517,393 | ||||||||||||||
| Frederick C. Yeager | 79,440,712 | 1,433,092 | 26,404 | 3,517,393 | ||||||||||||||
Proposal 2: Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2011.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||
| 83,460,799 | 931,013 | 25,789 | 0 | |||||||||||||||
Proposal 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis section and the related tabular and narrative disclosure set forth in the Company’s proxy statement for the Annual Meeting.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||
| 68,013,700 | 12,831,014 | 55,494 | 3,517,393 | |||||||||||||||
Proposal 4: Approval, on an advisory basis, of the frequency with which future advisory votes will be held to approve the compensation of the Company’s named executive officers.
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||||||||||||
| 71,110,598 | 197,888 | 9,522,482 | 69,240 | 3,517,393 | ||||||||||||||||||||
Proposal 5: Proposal to amend and restate the Company’s certificate of incorporation to eliminate its supermajority voting requirements.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||
| 83,576,319 | 799,320 | 41,962 | 0 | |||||||||||||||
(c) Not applicable.
(d) On May 18, 2011, following the Annual Meeting and after considering the results of the vote on the frequency with which future advisory votes on the compensation of the Company’s named executive officers will be held (the “Frequency Vote”), the Company’s Board of Directors determined to hold future advisory votes on the compensation of our named executive officers on an annual basis until the next Frequency Vote.
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.
| Health Net, Inc. | ||||
| May 19, 2011 | By: | /s/ Angelee F. Bouchard | ||
| Name: Angelee F. Bouchard | ||||
| Title: Senior Vice President, General Counsel and Secretary | ||||
