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): October 28, 2009 (October 23, 2009)
WELLPOINT, 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.) |
120 Monument Circle
Indianapolis, IN 46204
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (317) 488-6000
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)) |
Item 5.03—Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
By-Laws
On October 23, 2009, the Board of Directors of WellPoint, Inc. (the “Company”) adopted amendments to the Company’s By-Laws to, among other things, (i) add provisions regarding procedures applicable to shareholder meetings, (ii) change the title of “Presiding Director” to “Lead Director”, and (iii) allow for the electronic submission of proxy materials as permitted by state law. The amendments took effect upon adoption by the Board.
The preceding is qualified in its entirety by reference to the Company’s By-Laws, which are attached hereto as Exhibit 3.2 and are incorporated herein by reference.
Item 9.01—Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibits
The following exhibit is being filed herewith:
| Exhibit No. | Exhibit | |
| Exhibit 3.2 | By-Laws of WellPoint, Inc., as amended October 23, 2009. |
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SIGNATURE
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: October 28, 2009
| WELLPOINT, INC. | ||
| By: | /s/ John Cannon | |
| Name: | John Cannon | |
| Title: | EVP, General Counsel and Corporate Secretary | |
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EXHIBIT INDEX
| Exhibit No. | Exhibit | |
| Exhibit 3.2 | By-Laws of WellPoint, Inc., as amended October 23, 2009 |
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