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 29, 2013 (May 28, 2013)
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)) |
Section 5 – Corporate Governance and Management
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On May 28, 2013, the WellPoint, Inc. (the “Company”) Board of Directors elected Lewis Hay, III to the Board effective as of July 1, 2013 for a term expiring on the date of the Company’s 2014 Annual Meeting of Shareholders. The Board also appointed Mr. Hay to the Audit, Compensation and Strategic Innovation Committees of the Board.
There are no arrangements or understandings between Mr. Hay and any other person pursuant to which he was elected to the Board, and there are no relationships between Mr. Hay and the Company that would require disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended. Mr. Hay will participate in the director compensation program described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 2, 2013.
A copy of the Company’s press release announcing Mr. Hay’s election is furnished herewith as Exhibit 99.1.
Section 9 – Financial Statements and Exhibits.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibit is being furnished herewith:
| Exhibit No. |
Exhibit | |
| 99.1 | Press release dated May 29, 2013 announcing the election of Lewis Hay, III to the WellPoint, Inc. Board of Directors | |
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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 29, 2013
| WELLPOINT, INC. | ||
| By: | /s/ Kathleen S. Kiefer | |
| Name: | Kathleen S. Kiefer | |
| Title: | Corporate Secretary | |
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EXHIBIT INDEX
| Exhibit No. |
Exhibit | |
| 99.1 | Press release dated May 29, 2013 announcing the election of Lewis Hay, III to the WellPoint, Inc. Board of Directors | |
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