|
Quotes & Info
|
| WCG > SEC Filings for WCG > Form 8-K on 23-May-2012 | All Recent SEC Filings |
23-May-2012
Submission of Matters to a Vote of Security Holders
WellCare Health Plans, Inc. (the "Company") held its Annual Meeting of Stockholders on May 23, 2012 (the "Annual Meeting") at the Company's corporate headquarters in Tampa, Florida. 39,287,229 shares of the Company's common stock, or 91% of the shares of the Company's common stock issued and outstanding on the record date, were present in person or represented by proxy at the Annual Meeting. Summarized below are descriptions of the proposals voted on at the Annual Meeting and the final results of such voting:
Proposal One: Election of directors
As described in the Company's proxy statement, the Company's Board of Directors (the "Board") nominated ten individuals to serve as directors for a one-year term to expire at the Company's 2013 Annual Meeting of Stockholders or until their successors are duly elected and qualified. All such nominees were elected by a majority of the votes cast, as follows:
Director Votes For Votes Against Abstentions Broker Non-Votes
Charles G. Berg 35,731,167 1,285,439 38,766 2,231,857
Carol J. Burt 36,747,099 269,657 38,616 2,231,857
Alec Cunningham 36,747,614 268,992 38,766 2,231,857
David J. Gallitano 36,843,970 172,592 38,810 2,231,857
D. Robert Graham 36,745,764 270,843 38,765 2,231,857
Kevin F. Hickey 36,745,602 269,971 39,799 2,231,857
Christian P. Michalik 36,842,068 173,161 40,143 2,231,857
Glenn D. Steele Jr., M.D. 36,838,499 177,963 38,910 2,231,857
William L. Trubeck 36,843,553 173,054 38,765 2,231,857
Paul E. Weaver 36,843,215 173,447 38,710 2,231,857
|
Proposal Two: Ratification of appointment of independent registered public accounting firm
The Company's stockholders ratified the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012 by the following vote:
Votes For Votes Against Abstentions
38,138,327 1,101,345 47,557
Proposal Three: Advisory vote on the compensation of the Company's named executive officers ("Say on Pay")
The Company's stockholders approved the following resolution (the "Say on Pay Resolution"):
"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion disclosed in the Company's 2012 Proxy Statement, is hereby APPROVED."
The Say on Pay Resolution was approved by the following vote:
Votes For Votes Against Abstentions Broker Non-Votes 36,780,803 238,661 35,908 2,231,857
Proposal Four: Stockholder proposal regarding a political contributions and expenditures report
The stockholder proposal regarding a political contributions and expenditures report was defeated by the following vote:
Votes For Votes Against Abstentions Broker Non-Votes 16,504,536 14,836,716 5,714,120 2,231,857
|
|