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8-K 1 axsubmissionofmatterstoavo.htm 8-K Document

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

May 15, 2024
Date of Report (Date of earliest event reported)
___________________________________
Elevance Health, Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Indiana
(State or other jurisdiction of
incorporation or organization)
001-16751
(Commission File Number)
35-2145715
(I.R.S. Employer Identification Number)
220 Virginia Ave
Indianapolis, IN 46204
(Address of principal executive offices and zip code)
(833) 401-1577
(Registrant's telephone number, including area code)
________________
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, Par Value $0.01 ELV NYSE
Indicate by check mark whether the registrant is an emerging growth company as defined Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§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
On May 15, 2024, Elevance Health, Inc. (the "Company") held its Annual Meeting of Shareholders. 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 2027 based on the following votes:

Nominee For Against Abstain Broker Non-Votes
Lewis Hay, III 191,694,052 4,384,617 196,126 12,814,049
Antonio F. Neri 189,550,610 6,514,535 209,650 12,814,049
Ramiro G. Peru 183,447,281 12,625,588 201,926 12,814,049

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
179,754,212 15,863,613 656,970 12,814,049



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 2024 was ratified based upon the following votes:

For Against Abstain
186,378,524 22,541,679 168,641



4.Shareholder proposal requesting annual political activity reporting from certain third parties prior to the Company donating to the organizations. The shareholder proposal requesting annual political activity reporting from third parties prior to the Company donating to the organization was not approved based upon the following votes:

For Against Abstain Broker Non-Votes
9,977,190 184,179,837 2,117,768 12,814,049


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 15th day of May, 2024.



ELEVANCE HEALTH, INC.
By:
 /s/ Kathleen S. Kiefer
Name:
 Kathleen S. Kiefer
Title:
 Chief Governance Officer and Corporate Secretary